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Item #04 Approval of a Voluntary Employee Beneficiary Association between the City and IAFF Sipe c of Good r ; " AGENDA ITEM COVER SHEET Meeting Date: 01/03/12 Item # Reviewed By: Contact Name: Gene Williford Department Director: Contact Number: 1032 City Manager:] Subject: Approval of a Voluntary Employee Beneficiary Association (VEBA) between the City and IAFF. Background Summary: The City and the IAFF Union have agreed to a Voluntary Employee Beneficiary Association (VEBA) in the new collective bargaining agreement approved by the Commission. The Genesis Company in collaboration with the Principal Group Financial Company has been chosen to administer this new program between the City and the employees covered under the collective bargaining agreement. Issue: The attached documents are required to be approved by the City as the Plan Sponsor. The documents set out the terms of the Adoption Agreement, the Trust and associated agreement, the Plan Document and the Confirmation of Funds document. Recommendations It is the recommendation of staff that the City Commission approve the above mentioned documents. Attachments: Attached are four separate documents all required by the Internal Revenue Service to be approved by the Plan Sponsor which in this case is the City of Ocoee. 1.) City of Ocoee Plan Adoption Agreement 2.) City of Ocoee VEBA Trust Adoption Agreement 3.) America's VEBA Basic Plan Document Non -ERISA 4.) Principal- America's VEBA Trust Document Financial Impact: Other than the set up fees (to prepare the documents), less than $2000. Fees to administer the Plan which are offset by the Genesis Company providing other services such as COBRA, Flexible Spending Account and Health Reimbursement Account Administration, which are included in the present health care budget, there is no additional financial impact. Type of Item: ❑ Public Hearing For Cleric's Dept Use: ❑ Ordinance First Reading ® Consent Agenda ❑ Ordinance Second Reading ❑ Public Hearing ❑ Resolution ❑ Regular Agenda ❑ Commission Approval ❑ Discussion & Direction ® Original Document/Contract Attached for Execution by City Clerk ❑ Original Document/Contract Held by Department for Execution Reviewed by City Attorney ❑ N/A Reviewed by Finance Dept. ❑ N/A Reviewed by ( ) 111 N/A Genesis Arneariica °s = Sooutton- Employee Benefits.. GENESIS EMPLOYEE BENEFITS, INC. AMERICA'S VEBA SOLUTION BASIC TRUST DOCUMENT ADOPTION AGREEMENT FOR CITY OF OCOEE This is the Adoption Agreement referred to in the America's VEBA Solution Basic Trust Document — Principal Trust Company (No. 11.0.0.0) (°Basic Trust Document "). This Adoption Agreement plus the Basic Trust Document, as amended from time to time, constitute the Trust with respect to the Adopting Employer. ADOPTING EMPLOYER INFORMATION: Adopting Employer Name: City of Ocoee Address: 150 North Lakeshore Drive City, State Zip: Ocoee, FL 34761 Phone: 407 - 905 -3100 Contact Person: Name: Deborah Bertling Title: Human Resources Analyst Address: 150 North Lakeshore Drive City, State Zip Ocoee, FL 34761 Phone: 407 - 905 -3100 Email Address: dbertlinaibci.ocoee.fl.us ARTICLE 1: INTRODUCTION 1.1 Original effective date: January 1, 2012 (month, day, year) Effective date of restatement: N/A (month, day, year) ARTICLE II: DEFINITIONS 2.10 Name of Plan(s): City of Ocoee VEBA Health Savings Plan 2.13 Name of Trust: City of Ocoee VEBA Health Savings Trust ARTICLE VII: GENERAL PROVISIONS 8.5 Governing law — State of Florida (only list one state) © Copyright 2011 Page 1 Genesis Employee Benefits, Inc. Basic Trust Document Adoption Agreement Principal Trust Company (No. 11.0.0.0) ACKNOWLEDGEMENTS: 1. This Trust has been duly adopted or authorized to be adopted by the Adopting Employer's Managing Body. 2. The Adoption Agreement may be signed in multiple parts. ADOPTING EMPLOYER: City of Ocoee Date: By: Its: TRUSTEE: Principal Trust Company Date: By: Its: Acknowledged and Accepted by Genesis Employee Benefits, Inc. d.b.a. America's VEBA Solution: Date: By: Its: © Copyright 2011 Page 2 Genesis Employee Benefits, Inc. Basic Trust Document Adoption Agreement Principal Trust Company (No. 11.0.0.0) Genesis Employee Benefits.. GENESIS EMPLOYEE BENEFITS, INC. AMERICA'S VEBA SOLUTION BASIC PLAN DOCUMENT ADOPTION AGREEMENT FOR CITY OF OCOEE This is the Adoption Agreement referred to in the America's VEBA Basic Plan Document ( "Basic Plan Document "). This Adoption Agreement plus the America's VEBA Solution Basic Plan Document Non - ERISA (No. 12.0.0.0), as amended from time to time, constitutes the Plan for the Adopting Employer. ADOPTING EMPLOYER INFORMATION: Employer Name: City of Ocoee Address: 150 N. Lakeshore Drive City, State Zip: Ocoee, FL 34761 Phone /Fax Number: 407 - 905 -3100 Federal ID # 59- 6019764 Contact Person: Name: Deborah Bertling Title: Human Resources Analyst Address: 150 North Lakeshore Drive City, State Zip Ocoee, FL 34761 Phone /Fax No.: 407 - 905 -3100 Email Address: dbertlin. •'ci.ocoee.fl.us EMPLOYEES AND /OR PARTICIPANTS: There were more than fifty (50) Employees in the last twelve months? ® Yes ❑ No There were more than twenty (20) Employees in the last calendar year? ® Yes ❑ No Check the one that applies (check only one box): ❑ The Plan benefits active Employees only. ❑ The Plan benefits terminated Employees only. ® The Plan benefits both active Employees and terminated Employees. MISCELLANEOUS: Name of Plan: City of Ocoee VEBA Health Savings Plan Addendum(s) Attached: ❑ Yes ® No Joint Powers Agreement Attached: ❑ Yes ® No ARTICLE I: INTRODUCTION 1.1 Effective Date means: January 1, 2012 (month, day, year) Original Effective Date: N/A (month, day, year) Restatement Date (date Adoption Agreement is effective): N/A (month, day, year) © Copyright 2012 Page 1 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) ARTICLE II: DEFINITIONS 2.8 Dependent means: ® "Dependent" means an individual (other than the Participant and the Participant's Spouse) with respect to whom amounts expended for medical care are excluded from the Participant's gross income under Section 105(b) of the Code, as amended. ❑ Other (Describe): 2.12 Entry Date means: ® Date Employee becomes eligible to participate. ❑ Other (Describe): 2.14 Health Care Expense means: ® Maximum permitted by law (i.e., Section 213(d) medical expenses). ❑ Only expenses eligible for deductible & OOP credit under the high deductible health plan sponsored by the Adopting Employer. Carrier Name: Group Number: ❑ Maximum permitted by law EXCEPT: (check only one) ❑ Over the Counter Medications ❑ Corrective Eye Surgery LI Prescription Drugs ❑ Vision ❑ Dental ❑ Orthodontics Note: Health Care Expense cannot be defined more broadly than the description in IRS Revenue Ruling 2002 -41 and IRS Notice 2002 -45. If the definition is different for Participants once they terminate employment, who have chosen to spend down their accounts in lieu of COBRA, complete again: ❑ N/A — definition does not change. ® Maximum permitted by law. ❑ Maximum permitted by law EXCEPT: (choose one) ❑ Over the Counter Medications ❑ Corrective Eye Surgery ❑ Prescription Drugs ❑ Vision ❑ Dental ❑ Orthodontics © Copyright 2012 Page 2 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) 2.24 Plan Year is: January 1 through December 31 (month, day, year) 2.24 The initial "short" Plan Year is: N/A (month, day, year) 2.27 Spouse means: ® An individual who is legally married to a Participant and who is treated as a "spouse" under the Code. ❑ Other (Describe): 2.28 Name of Trust: City of Ocoee VEBA Health Savings Trust ARTICLE IV: ELIGIBILITY AND PARTICIPATION OF EMPLOYEES 4.1 Eligibility requirements are as follows (check and complete only those that apply): ❑ Age (Describe): ❑ Length of Service (Describe): ❑ Employment Classification (e.g., union, part -time, full -time) (Describe): ❑ Coverage under a specified group medical plan (Describe): ® Other (Describe): Employees who are members of the IAFF, Local 3623. 4.4 Termination of Contributions: ❑ As provided in the Basic Plan Document (i.e., upon ceasing to be eligible, termination of employment, death, or termination of plan). ® Other (Describe): As provided in the Basic Plan Document, except that the contribution of accrued time off upon termination of employment may occur after the Participant's employment has terminated. 4.5 Termination of Participation: ® As provided in the Basic Plan Document ❑ Other (Describe): ARTICLE V: BENEFITS UNDER THE PLAN 5.3 Claims time period: 365 days from the date the Health Care Expense was incurred. © Copyright 2012 Page 3 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) 5.4 Expenses must be incurred: ❑ After the Participant's Entry Date ❑ After the Participant's Entry Date and the Participant's termination of employment with Adopting Employer ® Other (Describe): Expenses reimbursed from the "active account" must be incurred after the Participant's Entry Date; expenses reimbursed from the "retirement account" must be incurred after the Participant's Entry Date and the Participant's termination of employment with the Adopting Employer. 5.7(a) Post - termination Access: ® As provided in the Basic Document. ❑ Other (Describe): 5.7(b) Post -death Access by Spouse & Dependents: ® As provided in the Basic Document. ❑ Other (Describe): 5.9 Use of forfeitures: ❑ Pay administrative costs which would otherwise be paid from the Trust (i.e., Participants' HC Account balances) ® At the close of the Plan Year in which such forfeitures occur, contributed to the HC Accounts of all Participants employed by the Employer on the last day of such Plan Year on a per capita basis. ❑ Other (Describe): Note: Under no circumstances will the amounts revert to the Adopting Employer. Forfeitures may not be used to offset future contributions by the Adopting Employer. 5.11 Which plan pays first: ❑ This Plan ® Flex plan sponsored by the Adopting Employer. ❑ Other (Describe): Note: The choice of which plan pays first cannot be left to the Participant. 5.12(d) Other Limitations, if any: N/A © Copyright 2012 Page 4 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) ARTICLE VI: CONTRIBUTIONS 6.1 Employer Contribution amount, timing, restrictions (check all that app /y): One Time Contribution: ❑ Fixed dollar amount ❑ Fixed formula (Describe): ❑ Restrictions, if any (Describe): Contributed on (Identify Date): Recurring Contributions: ® Fixed dollar amount $300 to Participants with single coverage under the Adopting Employer's group medical plan and $600 to Participants with family coverage under the Adopting Employer's group medical plan. ❑ Per month ❑ Per quarter ® Per year on or about the first day of the year ❑ Other (Describe): ® Restrictions, if any (Describe): This contribution shall be allocated to the "active account" within the Participant's HC Account, provided that if the balance of the active account exceeds $1,500, any amount in excess of $1,500 shall be allocated to the "retirement account" within the Participant's HC Account. A Participant shall receive this contribution for a Plan Year only if the Participant has completed a health risk assessment (as specified by the Adopting Employer) during the preceding May 1 through December 31. ® Fixed formula (Describe): A mandatory salary reduction contribution of 0.5% of any annual pay increase starting October 1, 2012. ❑ Per month ® Per quarter ❑ Per year ❑ Other (Describe): ® Restrictions, if any (Describe): This contribution shall be allocated to the "retirement account" within the Participant's HC Account. © Copyright 2012 Page 5 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) El Annual Contribution of Accumulated Paid Time Off, Vacation, or Sick Leave (Describe): In accordance with the applicable collective bargaining agreement, a contribution of: (1) an Eligible Employee's accrued but unused compensatory time off as of September 30 and (2) 5% of any accrued paid time off sold back to the Adopting Employer by an Eligible Employee. Such contribution shall be allocated to the "active account" within the Participant's HC Account, provided that if the balance of the active account exceeds $1,500, any amount in excess of $1,500 shall be allocated to the "retirement account" within the Participant's HC Account. In addition, in accordance with the applicable collective bargaining agreement, for each Eligible Employee, twelve (12) hours of paid time will be contributed to the "retirement account" within the Participant's HC Account on or about each October 1st. ® Contribution of Accumulated Paid Time Off, Vacation, or Sick Leave Upon Termination of Employment (Describe): In accordance with the applicable collective bargaining agreement, for Eligible Employees who separate from employment after October 1, 2012, a contribution of 25% of an Eligible Employee's accrued time off at the time of termination of employment, which shall be allocated to the "retirement account" within the Participant's HC Account. 6.3 Direction of Investments: ❑ Plan Administrator ® Participant ❑ Other (Describe): ARTICLE XI: GENERAL PROVISIONS 11.6 Reasonable fees of Plan Supervisor (recordkeeping and claims administration) shall be paid as follows: ® Fixed fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer); asset -based fees shall be charged to the Participant and paid from the Participant's HC Account. ❑ All fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer). ❑ All fees shall be charged to the Participant and paid from the Participant's HC Account. ❑ Other (Describe): © Copyright 2012 Page 6 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) If the payment is different for Participants once they terminate employment, complete again: ❑ N/A ® Fixed fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer); asset -based fees shall be charged to the Participant and paid from the Participant's HC Account. ❑ All fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer). ❑ All fees shall be charged to the Participant and paid from the Participant's HC Account. ❑ Other (Describe): 11.6 Payment of Trustee's fee: ❑ Fixed fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer); asset -based fees (if applicable) shall be charged to the Participant and paid from the Participant's HC Account. ® All fees shall be charged to the Plan and paid from the general assets of the Adopting Employer (billed to the Adopting Employer). ❑ All fees shall be charged to the Participant and paid from the Participant's HC Account. ❑ Other (Describe): 11.7 Governing law — State of Florida (only list one state) 11.17 Statute of Limitations: ® As provided in the Basic Plan Document ❑ Other (Describe): 11.19 Grandfathered Status: ❑ The Plan is a grandfathered plan ® The Plan is not a grandfathered plan ACKNOWLEDGEMENTS 1. Pursuant to Section 2.8(a), any collectively bargained Employees participating in this Plan participate because the collective bargaining agreement provides for coverage under this Plan. 2. This Plan has been duly adopted or authorized to be adopted by the Adopting Employer's Managing Body. 3. This Plan is a "covered entity" for purposes of the Privacy Rules under the Health Insurance Portability and Accountability Act (HIPAA). ADOPTING EMPLOYER: City of Ocoee Date: By: Its: © Copyright 2012 Page 7 Genesis Employee Benefits, Inc. Basic Plan Adoption Agreement (12.0.0.0) rr _. 1 f r cearica Sutn Shi GENESIS EMPLOYEE BENEFITS, INC. AMERICA'S VEBA SOLUTION BASIC TRUST DOCUMENT PRINCIPAL TRUST COMPANY © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution Basic Trust Document (No 11.0.0.0) TABLE OF CONTENTS ARTICLE I. INTRODUCTION 1 ARTICLE II. DEFINITIONS 2 ARTICLE III. THE TRUST 3 ARTICLE IV. DUTIES AND POWERS OF TRUSTEE 4 ARTICLE V. INVESTMENT ADVISOR 10 ARTICLE VI. CHANGES IN TRUSTEE 12 ARTICLE VII. TRUST AMENDMENT AND TERMINATION 13 ARTICLE VIII. GENERAL PROVISIONS 15 © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE I. INTRODUCTION 1.1 Establishment. An executed Adoption Agreement plus this Basic Trust Document constitute the "Trust" for an Adopting Employer. The effective date of the Trust is set forth in the Adoption Agreement. 1.2 Purpose. The purposes of the Trust are (1) to provide a source of funds to pay benefits and administrative expenses under the Plan(s), and (2) to permit Trust assets to be invested and such earnings thereon to be not taxable under the Code. © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE II. DEFINITIONS The following words and phrases are used in this Trust and shall have the meanings set forth in this Article unless a different meaning is clearly required by the context or is defined within an Article. 2.1 Adopting Employer means a state or subdivision thereof that adopts this Trust by completing and executing an Adoption Agreement, which may include a joint powers agreement. 2.2 Adoption Agreement means the separate agreement, or portions thereof, completed and executed by the Adopting Employer setting forth the employer's selection of options under the Trust. 2.3 Basic Trust Document means this document, which together with an executed Adoption Agreement constitutes the Trust for the Adopting Employer. 2.4 Code means the Internal Revenue Code of 1986, as amended from time to time. 2.5 Employer Contribution means a nonelective contribution made by the Adopting Employer to the Plan(s). 2.6 HC Account means "health care account" and is the record keeping account established for each Participant under the health reimbursement arrangement sponsored by the Adopting Employer (if any). 2.7 Investment Account means an account established pursuant to Section 4.1.(d) for the purpose of holding certain Trust assets, the investment of which will be directed by an Investment Advisor. 2.8 Investment Advisor means an individual or entity appointed by the Plan Administrator pursuant to Section 5.1 to direct the investment of all or a portion of the Trust assets. 2.9 Participant means "Participant" under the Plan(s). 2.10 Plan means the health reimbursement arrangement and /or the other group health or welfare plan or plans, as may be amended from time to time, sponsored by the Adopting Employer that are identified in the Adoption Agreement. 2.11 Plan Administrator means the Adopting Employer, unless it designates a person or persons other than the Adopting Employer to be the Plan Administrator. The Adopting Employer shall also be the Plan Administrator if the person or persons so designated cease to be the Plan Administrator. 2.12 Plan Supervisor means Genesis Employee Benefits, Inc. d.b.a. America's VEBA Solution, a Minnesota corporation, the entity designated by and under contract with the Plan Administrator to perform certain administrative functions with respect to certain Plans and the Trust. 2.13 Trust means this Trust, created for the purpose of accepting and holding certain Employer Contributions or other contributions under the Plan(s). The name of the Trust is identified in the Adoption Agreement. 2.14 Trustee means Delaware Charter Guarantee & Trust Company, a Delaware corporation conducting business under the trade name of Principal Trust Company. © 2011 Genesis Employee Benefits, Inc. 2 America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE III. THE TRUST 3.1 Trust. The assets of the Plan(s) shall be held in the Trust by the Trustee, to the extent provided in the Plan(s) or determined by the Adopting Employer. The Trust is intended to qualify as a tax exempt trust under Section 501(c)(9) of the Code, and the Adopting Employer shall be responsible for maintaining the tax - exempt status of the Trust. 3.2 Source of the Trust Funds. The Trustee shall hold all contributions received by it in trust and administer the Trust in accordance with this Basic Trust Document. 3.3 Payments from Trust. The Trustee will, within a reasonable length of time after receipt of written notice from the Plan Administrator (or its designee), make payments from the Trust. Such payments shall be made directly to such person or persons, natural or otherwise, at such time and in such amounts as the Plan Administrator (or its designee) directs, and the Trustee will have no duty to question the propriety of any such direction and shall be fully protected hereunder for following such direction. 3.4 Return of Contributions. Notwithstanding any other provision of this Basic Trust Document contributions made by the Adopting Employer based upon mistake of fact may be returned to the Adopting Employer within one year of such contribution; provided that the return of contributions under this Section 3.4 may not violate any provision of the Plan(s). The Trustee shall return contributions under this Section 3.4 only in accordance with instructions from the Plan Administrator and the Trustee shall have no duty to determine whether the return of such contributions is permitted under this Section 3.4 and the Plan(s). 3.5 Subaccounts. If the Trust funds more than one Plan, then the Trustee shall establish subaccounts within the Trust for each Plan and all monies contributed to the Trust to fund the benefits to be provided by a particular Plan will be held in a separate subaccount. Unless provided otherwise in the Plan(s), such subaccounts shall be aggregate, unallocated accounts. If required by the terms of the Plan(s), contributions to a subaccount may be allocated among the Participants of the Plan(s) and such subaccount shall be divided into further subaccounts for each Participant. Such Participant subaccounts shall be bookkeeping accounts only, and shall be maintained by the Plan Administrator. 3.6 Delivery of Plan to Trustee. The Plan Administrator shall deliver to the Trustee copies of the Plan document or documents and each amendment thereto; provided, however, that the obligations, duties, and responsibilities of the Trustee with respect to the Plan(s) and Trust shall be governed solely by this Basic Trust Document and the Adoption Agreement. © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 3 Basic Trust Document (No 11.0.0.0) ARTICLE IV. DUTIES AND POWERS OF TRUSTEE 4.1 General Responsibility. The general responsibilities of the Trustee shall be as follows: (a) The Trustee shall hold, administer, invest and reinvest, and disburse the Trust assets in accordance with the powers and subject to the restrictions stated herein. (b) The duties of the Trustee hereunder are as a directed trustee and the Trustee shall act solely in accordance with the instructions of the Plan Administrator. Nothing in this Basic Trust Document is intended to give the Trustee any discretionary responsibility, authority or control with respect to the determination or collection of contributions to the Trust, management or administration of the Plan(s) or the management of the assets of the Plan(s), nor shall the Trustee be responsible in any way for the manner in which the Adopting Employer carries out its responsibilities under this Trust Agreement or, more generally, under the Plan(s) . Further, the Trustee is not a party to the Plan(s) and has no duties or responsibilities other than those that may be expressly contained in this Basic Trust Document and applicable law. In any case in which a provision of this Basic Trust Document conflicts with any provision in the Plan(s), this Basic Trust Document shall control. (c) The Trustee shall disburse monies and other properties from the Trust on direction of the Plan Administrator (or its designee), pursuant to the provisions of the Plan(s) to the payee or payees at the time or times specified by the Plan Administrator in directions to the Trustee. Such directions shall be in writing and shall be signed by the person or persons thereto authorized by the Plan Administrator. Except as otherwise provided under applicable law, the Trustee shall be under no liability for any distribution made by it pursuant to such directions and shall be under no duty to make inquiry as to whether any distribution made by it pursuant to any such direction is made pursuant to the provisions of the Plan(s). The receipt of the payee shall constitute a full acquittance to the Trustee. (d) Upon direction from the Plan Administrator the Trustee shall divide and redivide the Trust assets into one, two, or more Investment Accounts. Upon each division or redivision, the Plan Administrator may specify the part of the Trust assets to be allocated to such Investment Account and the terms and conditions (if any) under which the assets of the Investment Account shall be invested. 4.2 Exercise of Trustee's Duties. The Trustee shall discharge its duties hereunder solely in the best interest of the Participants and other persons entitled to benefits under the Plan(s), and (a) for the exclusive purpose of: (1) Providing benefits to Participants and other persons entitled to benefits under the Plan(s), and (2) Defraying reasonable expenses of administering the Trust and the Plan(s); and (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a fiduciary capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. © 2011 Genesis Employee Benefits, Inc. 4 America's VEBA Solution Basic Trust Document (No 11.0.0.0) 4.3 General Powers. With respect to the Trust assets and subject only to the limitations expressly provided in this Basic Trust Document, the Trustee shall have the following powers, rights and duties in addition to those vested in them elsewhere in this Trust or by law: (a) To receive and hold all contributions paid to it; provided, however, that the Trustee shall have no duty to require any contributions to be paid to it, or to determine that the contributions received by it comply with the Plan(s) or with any resolution of the governing body of the Plan Administrator or any resolution of the governing body of the Adopting Employer; and, further provided that the Trustee shall have no responsibility with respect to the operation or administration of the Plan(s); (b) To retain in cash (pending investment, reinvestment or payment of benefits) any reasonable portion of the Trust assets and to deposit cash in any depository selected by it, including those affiliated with the Trustee, notwithstanding the Trustee's or other entity's receipt of "float" from such uninvested cash; (c) To compromise, contest, arbitrate, settle or abandon claims and demands (exclusive of claims and demands arising under the Trust); (d) To begin, maintain or defend any litigation necessary in connection with the investment, reinvestment or administration of the Trust provided, however, that the Trustee shall not be obligated to do so unless it has been indemnified by the Plan Administrator and the Plan(s) against all expenses and liabilities sustained in connection with such action, to be primarily liable for such payment and to make periodic payments in respect of such fees and expenses during the course of such proceedings. If the Plan Administrator thereafter does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee shall discontinue participation in such action or proceeding, and charge the assets of the Trust to the extent sufficient for any unpaid fees and expenses; (e) As directed by the Plan Administrator, to have all rights of an individual owner, including the power to vote proxies, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, recapitalizations or liquidations, and to exercise or sell stock subscription or conversion rights; (f) To make, execute and deliver any and all documents, agreements or other instruments in writing as is necessary or desirable for the accomplishment of any of the powers and duties in this Basic Trust Document; (g) To hold securities or other property, including, but not limited to, variable group funding agreements or annuity contracts, in the name of the Trustee or its nominee, or nominees, or in such other form as it determines best, with or without disclosing the trust relationship, provided the records of the Trustee shall indicate the actual ownership of such securities or other property; (h) To appoint domestic agents, sub - trustees, sub - custodians or depositories (including affiliates of the Trustee) as to part or all of the Trust, except that the indicia of ownership of any asset of the Trust shall not be held outside the jurisdiction of the District Courts of the United States; (i) To retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction; (j) To pay any tax, charge or assessment attributable to any benefit which, in the Trustee's opinion, it shall or may be required to pay out of such benefit; and to require before © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 5 Basic Trust Document (No 11.0.0.0) making any payment such release or other document from any taxing authority and such indemnity from the intended payee as the Trustee shall deem necessary for its protection; (k) To collect income payable to and dividends or other distributions due to the Trust and sign on behalf of the Plan(s) any declarations, affidavits, and certificates of ownership required to collect income and principal payments, and if requested by the Plan Administrator, sign required governmental filings; (I) To employ agents, attorneys, investment counsel, accountants or other persons (who also may be employed by or represent the Plan Administrator and /or the Adopting Employer) for such purposes as the Trustee considers desirable and appropriate; (m) To furnish the Plan Administrator or the Adopting Employer with such information in the Trustee's possession as those entities may need for tax or other purposes; and (n) To perform any and all other acts in the judgment of the Trustee necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust assets. 4.4 Investments. Except as otherwise provided herein and Section 4.5 or Article V, the Plan Administrator shall have sole responsibility for the investment and reinvestment of the assets of the Trust. All investment directions given by the Plan Administrator to the Trustee shall be in writing and be signed by a person designated to provide such directions. The execution of such investment directions given to the Trustee may be made pursuant to the direction procedures established by the Plan Supervisor. The Trustee shall have no duty or responsibility for (a) selecting or providing advice with respect to the selection of any investment options offered under the Plan(s), (b) determining or reviewing any securities or other property purchased for or held by the Plan(s), or (c) providing advice with respect to the purchase, retention, redemption, or sale of any securities or other property for the Plan(s). The Plan Administrator shall diversify the investments of the Trust so as to minimize the risk of large losses, unless under the circumstances they are clearly prudent not to do so. No investment shall be made which would involve a prohibited transaction under the applicable law. The Plan Administrator shall comply with applicable laws of any state proscribing or limiting the investment of trust funds by corporate or individual trustees in or to certain kinds, types, or classes of investments or limiting the value or proportion of the trust assets that may be invested in any one property or kind, type, or class of investment. Investments and reinvestments shall be subject to the above standard, and without limiting the generality of the foregoing, shall also be subject to the following: (a) The Plan Administrator may direct the investment and reinvestment of principal and income of the Trust in savings accounts or savings certificates, short term investments (including commingled short term investment funds) in common, preferred, and other stocks of any corporation; voting trust certificates; interests in investment trusts, including, without limiting the generality thereof, participations issued by an investment company as defined in the Investment Company Act of 1940, as from time to time amended; bonds, notes, and debentures, secured or unsecured; mortgages on real or personal property; conditional sales contracts; and real estate and leases; provided that no investment shall be made in the real property or the stocks, bonds, notes or other obligations of the Adopting Employer or any of its subsidiaries unless there shall first have been obtained an opinion of counsel for the Adopting Employer, or a ruling from the Internal Revenue Service that such investment will not jeopardize the tax exempt status of the Trust. © 2011 Genesis Employee Benefits, Inc. 6 America's VEBA Solution Basic Trust Document (No 11.0.0.0) (b) The Plan Administrator may direct the investment and reinvestment of principal and income of the Trust through any common or collective trust fund or pooled investment fund maintained by the Trustee for the collective investment of funds held by it in a fiduciary capacity. The provisions of the document governing any such common or collective trust fund as it may be amended from time to time shall govern any investment therein and are hereby made a part of this Trust. (c) The Plan Administrator shall establish and carry out a funding policy consistent with the purposes of the Plan(s) and the requirements of applicable law. The funding policy may be changed by the Plan Administrator as appropriate. The funding policy shall require the assets of the Trust to be invested in such a manner that provides sufficient cash assets, in an amount determined by the Plan Administrator under the funding policy then in effect, to be necessary to meet the liquidity requirements for the administration of the Plan(s). The investment and reinvestment of the principal and income of the Trust shall be subject to the funding policy and any changes to the funding policy that the Plan Administrator may, under the Plan(s), adopt. The Plan Administrator will, from time to time and upon request, provide each investment fiduciary hereunder with (i) a copy of the written record of the actions the Plan Administrator has taken with respect to the funding policy and method for the Plan, including reasons for such actions; and (ii) to the extent not set forth in such written record, written notice of the Plan's cash flow history, liquidity needs, short-term financial needs, Tong -term financial needs, expected levels of contributions, expected levels of withdrawal, and other significant information concerning the Adopting Employer which could affect the Plan's cash flow or an investment fiduciary's exercise of investment discretion (including but not limited to the Adopting Employer's ability to provide future funding.) 4.5 Participant Directed Investments. If provided for in the Plan(s), the Participants shall be responsible for directing the investment of the portion of the Trust assets reflecting their HC Account balances (if any). The following requirements apply to Participant directed investments: (a) The Adopting Employer or an investment advisor designated by the Adopting Employer shall select the list of available investments taking into consideration the characteristics of the Plan(s) and persons covered under the Plan(s). (b) The Plan Supervisor shall establish direction procedures based upon the types of investments available. Such procedures shall include instructions regarding making and changing investments and allocations of HC Account assets among investments. (c) The earnings /losses of the directed investments shall be allocated by the Plan Supervisor only to the particular Participant's HC Account. 4.6 Compensation and Expenses. The Trustee shall be entitled to reasonable fees for its services hereunder as set forth in a separate agreement between the Trustee and the Adopting Employer. Such fees and any expenses incurred by the Trustee in connection with the Trust held hereunder (including expenses and fees of persons employed by them pursuant to Section 4.3(1) or otherwise hereunder) shall be charged and paid as provided in the Plan(s). The Adopting Employer acknowledges that the Trustee may increase the amount of compensation on an annual basis with sixty (60) days' prior written notice to the Plan Administrator. The Trustee may earn compensation in the form of short-term interest ( "float ") on things like uncashed distribution checks (from the date issued until the date cashed). The Trustee may also earn "float" on Employer Contributions and other amounts awaiting investment, and on transfers or distributions involving certain non - proprietary funds prior to processing. The "float" earns money market rates. "Float" is not directly credited to plans for which the Trustee provides © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 7 Basic Trust Document (No 11.0.0.0) services. Employer Contributions and transfers are normally allocated and invested the same day or as soon as possible afterwards, however, there are certain situations where the allocation of these funds will take a longer period of time. Distribution checks are normally mailed the day they are issued. The timing of when checks are cashed is beyond the control of the Trustee. 4.7 Records and Accounts of the Trustee. The Trustee shall maintain accurate and detailed records and accounts of all transactions hereunder. Within thirty (30) days following the close of each calendar quarter, or following the close of such other reporting period as may be agreed upon by the Trustee and the Plan Administrator, the Trustee shall file with the Plan Administrator a written account setting forth the balance in the Trust at the beginning of the period, current contributions during the period, distributions from the Trust and the balance in the Trust assets at the end of the period. The Trustee shall also file a written account listing the property held in the Trust as of the close of each period. All such records and accounts shall be open to inspection at all reasonable times, and upon reasonable notice, by any person designated by the Plan Administrator or Adopting Employer. 4.8 Annual Report. As soon as practicable following the close of each fiscal year of the Trust and following the effective date of the removal or resignation of any Trustee, the Trustee shall file with the Plan Administrator a written report (unless the report is waived by the Plan Administrator) setting forth all transactions with respect to the Trust during such fiscal year or during the period from the close of the last fiscal year to the date of such removal or resignation and listing the assets of the Trust and the market value thereof as of the close of the period covered by such report. 4.9 Approval of Reports. Upon the receipt by the Trustee of the Plan Administrator's written approval of any such written account or report, or upon the lapse of ninety (90) days after the Plan Administrator's receipt of each written account or report, said written account or report shall be deemed to be approved by it except as to matters, if any, covered by written objections theretofore delivered to the Trustee by the Plan Administrator regarding which the Trustee has not given an explanation or made adjustments satisfactory to it. The Trustee, to the extent permitted by law, shall be released and discharged as to all items, matters, and things set forth in such written account or report other than the matters covered in such written objections as provided herein. The Trustee, nevertheless, shall have the right to have its accounts approved by judicial proceedings if they so elect, in which event the Trustee and the Plan Administrator shall be the only necessary parties. Further, in the event that the Plan Administrator duly delivers to the Trustee written objections to any matters set forth in any such written account or report and said objections are not explained or adjusted to the satisfaction of the Plan Administrator, each shall likewise have the right to have the Trustee's accounts reviewed by judicial proceedings if they so elect, in which event the Trustee and the Plan Administrator shall be the only necessary parties. 4.10 Indemnification of Trustee. The Adopting Employers and the Plan Administrator, jointly and severally, will indemnify the Trustee (including any officer, employee or agent thereof) and any parent, subsidiary, related corporation, or affiliate of the Trustee (including any officer, employee or agent thereof) (the Trustee and other indemnified entities and individuals are collectively referred to as the "Indemnified Parties ") for and hold them harmless against any and all liabilities, losses, costs, expenses or claims (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against the Indemnified Parties at any time with respect to any action under this Trust, including: (a) Following Directions of Authorized Persons. The Indemnified Parties will be indemnified with respect to any matter for which the Indemnified Parties are subject to direction by an authorized person at the Plan Administrator, Adopting Employer or Plan Supervisor. This includes both actions taken by the Indemnified Parties in accordance with such directions, and actions not taken because no direction was given. © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 8 Basic Trust Document (No 11.0.0.0) (b) Payment of Benefits in Excess of Account Balance. The Indemnified Parties will be indemnified for claims for benefits that exceed the value of the Participant's (or Beneficiary's) Account or amounts that exceed the value of the Trust Fund. (c) Plan Operation. The Trustee will have no responsibility to ensure that the Plan continues to be operated in compliance with applicable law, including but not limited to, Code Sections 419 and 419A. (d) Negligence, Misconduct, or Breaches of Duty of Others. The Indemnified Parties will be indemnified with respect to any matter relating to the gross negligence, misconduct, or breach of any statutory or other duty owed to the Plan by the Adopting Employer, the Plan Administrator, the Plan Supervisor, or any other Person other than the Indemnified Parties. This indemnification provision will not apply to the extent that any such liabilities, losses, costs, or expenses are incurred by the Indemnified Parties as a result of the gross negligence, willful misconduct, or breach of duty of the Indemnified Parties. This indemnification provision will survive the termination of this Trust. 4.11 No Liability. The Trustee shall not, under any circumstances, incur liability for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by the Adopting Employer, its affiliates, or their officers, agents and employees, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Trust, the Trustee's performance hereunder or its role as Trustee. © 2011 Genesis Employee Benefits, Inc. 9 America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE V. INVESTMENT ADVISOR 5.1 Appointment of Investment Advisor. The Plan Administrator shall have the right to appoint one or more Investment Advisors. Nothing in this Article or Basic Trust Document requires the use of an Investment Advisor(s). All appointments of Investment Advisors shall be by written agreement between the Plan Administrator and the Investment Advisor. The Trustee shall receive a copy of each such agreement and all amendments, modifications and terminations thereof and shall be fully protected in assuming the continuing authority of such Investment Advisor under the terms of its original agreement with the Plan Administrator as theretofore amended or modified. 5.2 Investment Advisor Agreements. Among other matters, each agreement between the Plan Administrator and an Investment Advisor shall provide that: (a) All investment directions given by the Investment Advisor to the Trustee shall be in writing and be signed by an officer or partner of the Investment Advisor or by such other person as may be designated in the agreement. The agreement may further provide that the execution of such investment directions given to the Trustee be made pursuant to the direction procedures established by the Plan Supervisor. (b) All settlement of purchases and sales are to be in such place as the Trustee and Investment Advisors may agree. (c) Payment of the cost of the acquisition, sale or exchange of any security or other property for an Investment Account shall be charged to that Investment Account. (d) The responsibility of the Investment Advisor to vote proxies shall be recognized unless the agreement expressly precludes the Investment Advisor from voting proxies. (e) The Investment Advisor acknowledges that it is a "fiduciary" of the Plan(s) and that for the term of the agreement it will qualify as an Investment Advisor. 5.3 Notification of Appointment of Investment Advisor. Written notice of each appointment of an Investment Advisor shall be given to the Trustee in advance of the effective date of the appointment. Such notice shall state the part of the Trust assets which is to become the account of the Investment Advisor and shall either include or be accompanied by a direction to the Trustee establishing it as an Investment Account pursuant to Section 4.1(d). Upon receipt of said notice, the Trustee shall allocate the designated part of the Trust assets to the Investment Account of such Investment Advisor. The Plan Administrator may by similar notice modify such designation from time to time. 5.4 Investment Advisor's Authority. So long as the appointment of an Investment Advisor is in effect, the Trustee shall follow the directions of the Investment Advisor with respect to its Investment Account in exercising the powers granted to the Trustee regarding investment of the Trust assets. One of those powers is voting proxies; however, the Investment Advisor will not have that power if the agreement described in Section 5.2 expressly precludes the Investment Advisor from voting proxies (and the Trustee shall have the power subject to powers retained by the Plan Administrator as a fiduciary). 5.5 Trustee's Responsibility for Investment Advisor's Account. The Trustee shall comply with the Investment Advisor's investment directions. The Trustee shall have no duty to question such directions and, except as may be otherwise required under applicable law, the Trustee shall not be liable for any loss which may result by reason of any action taken by them in accordance with a direction of any Investment Advisor acting within the powers © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 10 Basic Trust Document (No 11.0.0.0) granted to it under this Article V, or by reason of any lack of action by them upon the failure of an Investment Advisor to exercise its said powers. 5.6 Investment Advisor's Access to Records. The Trustee shall make available to an Investment Advisor copies of or extracts from such portions of its accounts, books or records relating to the Investment Account under such Investment Advisor's control as the Trustee may deem necessary or appropriate in connection with the exercise of the Investment Advisor's functions, or as the Plan Administrator my direct. 5.7 Allocation of Charges to Investment Advisor Account. All charges, other than those covered in Section 5.2(d), against each Investment Account shall be made in such proportions as the Plan Administrator may direct from time to time. © 2011 Genesis Employee Benefits, Inc. America's VEBA Solution 11 Basic Trust Document (No 11.0.0.0) ARTICLE VI. CHANGES IN TRUSTEE 6.1 Resignation. The Trustee may resign at any time by giving thirty (30) days advance written notice to the Plan Administrator. 6.2 Removal and Appointment of Successor Trustee. The Plan Administrator or the Plan Supervisor may remove the Trustee by giving sixty (60) days advance written notice to the Trustee, subject to providing the removed Trustee with a copy of the successor Trustee's acceptance of the trusteeship. The Plan Administrator shall appoint a successor Trustee. If no successor is appointed, or for any period during which there is no appointed Trustee, the Plan Administrator shall serve as the Trustee. 6.3 Duties of Resigning or Removed Trustee and of Successor Trustee. If the Trustee resigns or is removed, that Trustee shall promptly transfer and deliver the assets of the Trust to the successor Trustee, after reserving such reasonable amount as the Trustee shall deem necessary to provide for the Trustee's fees, expenses, and any sums chargeable against the Trust for which the Trustee may be liable. Within one hundred twenty (120) days, the resigned or removed Trustee shall furnish to the Plan Administrator and the successor Trustee an account of the administration of the Trust from the date of its last account (unless the account is waived by the Plan Administrator). Each successor Trustee shall succeed to the title to the Trust vested in the Trustee's predecessor without the signing or filing of any further instrument, but any resigning or removed Trustee shall execute all documents and do all acts necessary to vest title to any successor Trustee. Each successor shall have all the powers, rights and duties conferred by this Basic Trust Document as if originally named Trustee. No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee. 6.4 Merger or Consolidation of Trustee. Any entity into which the Trustee may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Trustee is a party, or any entity succeeding to the trust business of the Trustee, shall become the successor of the Trustee hereunder, without the execution or filing of any instrument or the performance of any further act on the part of the parties hereto. 6.5 Waiver of Written Notice. Any written notice requirement required under this Article VI may be waived by mutual agreement of the Trustee and the Plan Administrator. © 2011 Genesis Employee Benefits, Inc. 2 America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE VII. TRUST AMENDMENT AND TERMINATION 7.1 Amendment. The Adopting Employer reserves the right to amend, alter, or wholly revise the Basic Trust Document, prospectively or retrospectively, at any time by the action of its managing body, and the interest of each Participant is subject to the powers so reserved. The Adopting Employer expressly may amend, alter or wholly revise the Basic Trust Document if it determines it necessary or desirable, with or without retroactive effect, to comply with the law. Such changes shall not affect any right to benefits that accrued prior to such amendments. Such amendment shall be made in writing, shall be signed by the Adopting Employer and Trustee, and shall be delivered promptly to the Plan Administrator and Plan Supervisor. Notwithstanding the above, no amendment may be made, without its written consent, that would increase substantially the duties or liabilities of the Trustee and no amendment may be made that would divert any part of the Trust assets to any use or purpose other than for the exclusive benefit of the Participants and other individuals entitled to benefits under the Plan(s); provided, however, that any such amendments may be made which may be or become necessary in order that the Trust qualifies as tax exempt under the provisions of the Code, as amended, or in order that all provisions of the Trust will conform to all valid requirements of applicable federal sand state laws. 7.2 Termination. Although the Adopting Employer expects the Plan(s) and Trust to be maintained for an indefinite time, the Adopting Employer may terminate the Trust by delivering to the Trustee, Plan Administrator, and Plan Supervisor, at least thirty (30) days prior to the effective date of termination, a directive signed by an authorized representative of the Adopting Employer. If the Trust is terminated, all of the provisions of the Trust evidenced by this Basic Trust Document shall continue in effect until the Trust assets have been distributed by the Trustee as directed by the Plan Administrator. 7.3 Transfer of Assets. Unless otherwise agreed by the Adopting Employer, the Plan Administrator, and the Trustee, the Trustee shall not transfer any of the Trust's assets to any other trust. In the event the Adopting Employer, the Plan Administrator, and the Trustee agree, the Trustee shall transfer all of the Trust's assets to another tax - exempt trust, which may or may not also involve a change in Trustee under Article VI. The Trustee and Plan Administrator shall be entitled to rely upon the representations of the Adopting Employer that the recipient trust is qualified to accept the transfer. To the extent the transfer adversely affects this Trust or the recipient trust, the Adopting Employer shall indemnify and hold harmless this Trust, the Trustee, the Plan Administrator, and all others so negatively impacted. 7.4 Payment of Funds on Liquidation. Upon the termination of the Trust, the affairs of the Trust shall be wound up as soon as may be reasonably practicable and the assets of the Trust, or the liquidation proceeds of the Trust, shall be paid out and distributed by the Trustee in the following order unless a judgment or decree of a court of competent jurisdiction or any applicable law shall mandate a contrary application: © 2011 Genesis Employee Benefits, Inc. 13 America's VEBA Solution Basic Trust Document (No 11.0.0.0) (a) Administration expenses. First, to the payment of all reasonable and necessary expenses of managing and administering the Trust to the extent that the expenses are not paid by the Adopting Employer. (b) Amounts payable to beneficiaries. Second, to the payment of the benefits to eligible employees and their eligible dependents that are payable from the Trust as the Plan Administrator shall direct the Trustee in writing; and (c) Payment of benefits. Third, to the payment of life, sick, accident, or similar benefits described in Section 501(c)(9) of the Code or the regulations thereunder to eligible employees or their dependents or designated beneficiaries as the Adopting Employer shall direct the Trustee in writing. Objective criteria are to be used to restrict eligibility for the benefits and a disproportionate amount of the benefits are not to be provided to officers or highly compensated employees of the Adopting Employer. Upon making the payments, the Trustee shall be relieved from all further liability for all amounts paid under this Section. 7.5 Liquidation powers. From and after the date of the termination of the Trust and until the final distribution of the assets of the Trust has been completed, the Trustee shall continue to have all of the powers provided under this Trust that may be necessary or expedient for the orderly liquidation and distribution of the assets of the Trust. © 2011 Genesis Employee Benefits, Inc. 14 America's VEBA Solution Basic Trust Document (No 11.0.0.0) ARTICLE VIII. GENERAL PROVISIONS 8.1 No Reversion to the Plan Administrator or Adopting Employer. No part of the corpus or income of the Trust shall revert to the Plan Administrator or the Adopting Employer or be used for or diverted to, purposes other than the exclusive benefit of Participants and other persons entitled to benefits under the Plan(s). 8.2 Persons Dealing With Trustees. No person dealing with the Trustee shall be required to see to the application of any money paid or property delivered to the Trustee, or to determine whether or not the Trustee is acting pursuant to any authority granted under the Trust. 8.3 Non - Alienation of Benefits. Benefits payable under the Plan(s) shall not be subject to anticipation, alienation, sale, transfer, execution, or levy of any kind either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Participant, prior to actually being received by the person entitled to the benefit under the terms of the Plan(s), and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable under the Plan(s) shall be void. The Trustee, Adopting Employer, Plan Administrator and /or Plan Supervisor shall not in any manner be made liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan(s). 8.4 No Third Party Beneficiaries. The provisions of this Basic Trust Document are intended to benefit only the parties hereto, their respective successors and assigns, and participants and their beneficiaries under the Plan(s). There are no other third party beneficiaries. 8.5 Governing Law. This Trust shall be construed and enforced according to the laws of the state identified in the Adoption Agreement, except to the extent preempted by federal law. 8.6 No Guaranty. The Trustee does not guaranty the Trust from loss or depreciation, or the payment of any amount which may become due to any person under the Plan or the Trust. 8.7 Force Majeure. The Trustee will have no liability for any damage, loss, expense or liability of any nature that any person may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery, malfunction of equipment or software (except where such malfunction is primarily attributable to the Trustee's negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of the Trustee (including without limitation, the non - availability of appropriate foreign exchange). 8.8 No Liability For Acts of Predecessor and Successor Trustees. The Trustee shall have no liability for the acts or omissions of any predecessors or successors in office. fb. us.3059018.02 © 2011 Genesis Employee Benefits, Inc. 15 America's VEBA Solution Basic Trust Document (No 11.0.0.0) /. t ac e ° A m .A Solutions. GENESIS EMPLOYEE BENEFITS, INC. AMERICA'S VEBA SOLUTION BASIC PLAN DOCUMENT 2012 Genesis Employee Benefits, Inc. Genes America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) Employee Benefits_ TABLE OF CONTENTS ARTICLE I. INTRODUCTION 1 ARTICLE II. DEFINITIONS 2 ARTICLE III. ADOPTING EMPLOYER 6 ARTICLE IV. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES 7 ARTICLE V. BENEFITS UNDER THE PLAN 9 ARTICLE VI. CONTRIBUTIONS 13 ARTICLE VII. CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM 14 ARTICLE VIII. HIPAA PRIVACY AND SECURITY PROVISIONS 19 ARTICLE IX. PLAN ADMINISTRATION 23 ARTICLE X. PLAN AMENDMENT AND TERMINATION 25 ARTICLE XI. GENERAL PROVISIONS 26 ARTICLE XII. COBRA CONTINUATION 29 © 2012 Genesis Employee Benefits, Inc. j America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE I. INTRODUCTION 1.1 Establishment. An executed Adoption Agreement plus this Basic Plan Document constitute the "Plan" for an Adopting Employer. The Effective Date of the Plan is set forth in the Adoption Agreement. 1.2 Purpose. The purpose of the Plan is to provide certain Employees with an opportunity to receive reimbursement for certain Health Care Expenses as provided in this Plan. It is the intention of the Adopting Employer that the benefits provided and payable under this Plan be eligible for exclusion from the gross income of Participants as provided by Sections 105(b) and 106 of the Code. In addition, it is the intention of the Adopting Employer that the Plan qualify as a Health Reimbursement Arrangement ( "HRA ") under IRS Revenue Ruling 2002 -41 (June 26, 2002) and IRS Notice 2002 -45 (June 26, 2002). 1.3 HIPAA Privacy and Security Rules. This Plan is a "covered entity" for purposes of the Privacy Rules and Security Rules as described in greater detail in Article VIII below. 1.4 Not ERISA Plan. This Plan is not an employee welfare benefit plan for purposes of ERISA. 1.5 Trust. This Plan is intended to be funded through a Trust, reflected in a separate document. © 2012 Genesis Employee Benefits, Inc. 1 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE II. DEFINITIONS The following words and phrases are used in this Plan and shall have the meanings set forth in this Article unless a different meaning is clearly required by the context or is defined within an Article. 2.1 Adopting Employer means a state or political subdivision thereof that adopts this Plan by completing and executing an Adoption Agreement, which may include a joint powers agreement. 2.2 Adoption Agreement means the separate agreement, or portions thereof, completed and executed by an Adopting Employer setting forth the Adopting Employer's selection of options under the Plan. 2.3 America's VEBA means Genesis Employee Benefits, Inc. d.b.a. America's VEBA Solution, a Minnesota corporation, performing third party administrative services for benefit plans. 2.4 Authorized Representative means, for the claims and appeal procedures, the person entitled to act on behalf of the claimant with respect to a benefit claim or appeal. In order for the Plan to recognize a person as an Authorized Representative, written notification to that affect signed by the claimant and notarized must be received by the Plan. An assignment for purposes of payment is not designation of an "Authorized Representative." 2.5 Basic Plan Document means this document, which together with an executed Adoption Agreement constitutes the Plan for an Adopting Employer. 2.6 Code means the Internal Revenue Code of 1986, as amended from time to time. 2.7 Covered Individual means a Participant, Dependent of a Participant and the Spouse of a Participant, and any other person appropriately covered under the Plan. 2.8 Dependent means as defined in the Adoption Agreement. 2.9 Employee means any person employed by the Adopting Employer and on the Employer's W -2 payroll on or after the Effective Date, except that it shall not include: (a) Any self - employed individual as described in Section 401(c) of the Code. (b) Any employee included within a unit of employees covered by a collective bargaining unit unless such agreement expressly provides for coverage of the employee under this Plan; (c) Any employee who is a nonresident alien and receives no earned income from the Adopting Employer from sources within the United States; (d) Any employee who is a leased employee as defined in Section 414(n)(2) of the Code; (e) an individual classified by the Employer as a contract worker, independent contractor, temporary employee, or casual employee, whether or not any such persons are on the Employer's W -2 payroll or are determined by the IRS or others to be common -law employees of the Employer; or (f) any individual who performs services for the Employer but who is paid by a temporary or other employment or staffing agency such as "Kelly," "Manpower," etc., whether or not © 2012 Genesis Employee Benefits, Inc. 2 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) such individuals are determined by the IRS or others to be common -law employees of the Employer. All employees who are treated as employed by a single employer under subsections (b), (c) or (m) of Section 414 of the Code are treated as employed by a single employer for purposes of this Plan. Employee also includes any elected official of the Employer employed by the Employer on or after the Effective Date. 2.10 ERISA means the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended from time to time. Plans sponsored by public sector entities are not subject to ERISA. 2.11 Employer Contribution means a nonelective contribution made by the Adopting Employer on behalf of each Participant in the Plan. The Employer Contribution is an amount that has not been actually or constructively received by the Participant, and it is made available to the Participant exclusively for reimbursement under the Plan. Employer Contributions may include mandatory salary reduction contributions. 2.12 Entry Date means the date as of which an Employee becomes a Participant in this Plan as set forth in the Adoption Agreement. 2.13 HC Account means "health care account" and is the record keeping account established under the Plan for each Participant. 2.14 Health Care Expense means as defined in the Adoption Agreement, provided it is defined no more broadly than the description in IRS Revenue Ruling 2002 -41 and IRS Notice 2002 -45. Notwithstanding the foregoing, if the Adopting Employer sponsors a cafeteria plan, Health Care Expense shall not include premiums that may be paid on a pre -tax basis in accordance with the terms of such cafeteria plan, which may include premiums for major medical coverage provided by the Employer and premiums for coverage under an insurance contract, health maintenance organization agreement, or other benefit agreement providing coverage issued on a non - group, individual basis. To the extent Health Care Expense is defined in the Adoption Agreement to include premiums for qualified long -term care insurance, the amount of such premium that will qualify as a Health Care Expense shall be limited to the portion that constitutes "eligible long- term care premiums" as defined in Section 213(d)(10) of the Code. "Health Care Expense" may include over - the - counter drugs and medicine (other than insulin) incurred on or after January 1, 2011, only if such drug or medicine has been prescribed, as required by Section 106(f) of the Code. 2.15 HIPAA means the Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended from time to time. 2.16 Health Reimbursement Arrangement ( "HRA ") means an employer funded medical reimbursement program within the meaning of IRS Revenue Ruling 2002 -41 (June 26, 2002) and IRS Notice 2002 -45 (June 26, 2002). 2.17 Highly Compensated Individual means an individual who is (1) one of the 5 highest paid officers, or (2) among the highest paid 25 percent of all Employees, except (1) Employees who have not completed 3 years of service, (2) Employees who have not attained age 25, (3) part- time or seasonal Employees, (4) Employees not included in the plan who are included under a collective bargaining agreement, and (5) Employees who are nonresident aliens and who receive no earned income from a source within the United States. © 2012 Genesis Employee Benefits, Inc. 3 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 2.18 Managing Body means the person or persons with authority to make decisions for the Adopting Employer. 2.19 Participant means an Employee who has become and not ceased to be a Participant pursuant to Article IV. In addition, Participant includes persons "deemed" to be Participants under a specific provision of this Plan. 2.20 PHI means health information that: (a) Is created or received by a health care provider, health plan, or health care clearinghouse; (b) Relates to the past, present, or future physical or mental health or condition of an individual (including "genetic information" as that term is defined in the Genetic Information Nondiscrimination Act of 2008); the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (c) Either identifies the individual or reasonably could be used to identify the individual. 2.21 Plan means the Adopting Employer's Plan as may be amended from time to time. It consists of a completed Adoption Agreement plus the Basic Plan Document. 2.22 Plan Administrator means the entity, person or persons determined under Section 9.1. 2.23 Plan Supervisor means America's VEBA, designated by and under contract with the Plan Administrator to perform certain administrative functions, including, but not limited to, claims administration and recordkeeping. 2.24 Plan Year means the twelve (12) month period beginning and ending as indicated in the Adoption Agreement. The initial Plan Year may be a "short" Plan Year beginning and ending as indicated in the Adoption Agreement. The records of the Plan will be kept based upon the Plan Year. 2.25 Privacy Rules means the Standards of Privacy of Individually Identifiab /e Health Information at 45 C.F.R. part 160 and part 164 at subparts A and E. 2.26 Sponsor means the Adopting Employer. 2.27 Spouse means "Spouse" as defined in the Adoption Agreement. 2.28 Trust means the trust identified in the Adoption Agreement, created for the purpose of accepting and holding Employer Contributions, and limited other contributions, made under the Plan. 2.29 Trustee means the person or persons identified as a "Trustee" under the Trust. 2.30 ePHI means PHI maintained or transmitted in electronic media, including, but not limited to, electronic storage media (i.e., hard drives, digital memory medium) and transmission media used to exchange information in electronic storage media (i.e., internet, extranet, and other networks). PHI transmitted via facsimile and telephone is not considered to be transmissions via electronic media. © 2012 Genesis Employee Benefits, Inc. 4 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 2.31 Security Incident means "security incident" as defined in 45 C.F.R. Section 164.304, which generally defines "security incident" to include attempted or successful unauthorized access, use, disclosure, modification, or destruction of ePHI. 2.32 Security Rules means the Security Standards and Implementation Specifications at 45 C.F.R. Part 160 and Part 164, subpart C. © 2012 Genesis Employee Benefits, Inc. 5 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE III. ADOPTING EMPLOYER 3.1 Adoption of Plan. An Adopting Employer may adopt the Plan by resolution duly adopted by its Managing Body, as represented and warranted in the Adoption Agreement, and upon execution of an Adoption Agreement. 3.2 Cessation of Employer Participation. An Adopting Employer may cease to be an Adopting Employer in accordance with Article X. 3.3 Recordkeeping and Reporting. An Adopting Employer shall furnish, or arrange for the furnishing, to the Plan Supervisor the information with respect to each Covered Individual necessary to enable the Plan Supervisor to maintain records sufficient to determine the benefits due to or which may become due and to prepare and provide any reports required by law. © 2012 Genesis Employee Benefits, Inc. 6 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE IV. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES 4.1 Eligibility Requirements. Each Employee shall be eligible to participate in this Plan upon meeting the eligibility requirements set forth in the Adoption Agreement. 4.2 Participant Status. An Employee who has met the eligibility requirements described in Section 4.1 shall be a Participant as of the Employee's Entry Date. 4.3 Conditions of Participation. As a condition of participation and receipt of benefits under this Plan, the Participant agrees to: (a) Observe all Plan rules and regulations; (b) Consent to inquiries by the Plan Supervisor and Plan Administrator with respect to any provider of services involved in a claim under this Plan; (c) Submit to the Plan Administrator all notifications, reports, bills, and other information required by the Plan or which the Plan Supervisor and Plan Administrator may reasonably require; and (d) Cooperate with all reasonable requests of the Plan Supervisor and Plan Administrator that may by necessary for the proper administration of the Plan. Failure to do so relieves the Plan, Plan Administrator, Plan Supervisor, Adopting Employer, and Sponsor of any obligations under this Plan with respect to that Participant and any others claiming entitlement to benefits under this Plan through that Participant and shall result in the termination of the Participant's participation in the Plan. 4.4 Termination of Contributions. Unless provided otherwise in the Adoption Agreement, a Participant shall cease to be eligible to receive contributions under this Plan at midnight of the earliest of the following dates: (a) The date of the death of the Participant; (b) The date of termination of the Participant's employment with the Adopting Employer; (c) The date of the Participant's failure to meet the eligibility requirements of Section 4.1, as may be amended from time to time in accordance with Article X; or (d) The date of termination of the Plan in accordance with Article X. Termination of contributions under this Plan shall not prevent a former Participant from receiving continuation coverage required by applicable law. 4.5 Termination of Participation. Unless provided otherwise in the Adoption Agreement, a Participant automatically ceases to be a Participant at midnight of the earliest of the following dates: © 2012 Genesis Employee Benefits, Inc. 7 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) (a) The date of the termination of the Participant's employment with the Adopting Employer; (b) The date of the death of the Participant; (c) The date the balance of the Participant's HC Account reaches zero, if no further contributions will be made to said account under Article VI; or (d) The date of termination of the Plan in accordance with Article X. Participation may also terminate for cause, including for failing to comply with the conditions of participation described in Section 4.3 and /or for making fraudulent or improper claims. In certain cases, if participation is terminated for cause, the Participant's coverage may be terminated retroactively to the date on which the event giving rise to the cause occurred. Termination of participation in this Plan shall not prevent a former Participant from receiving continuation coverage required by applicable law. 4.6 Deemed Participants. For certain purposes, persons that were not Employees are deemed to be Participants as required by law. © 2012 Genesis Employee Benefits, Inc. 8 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE V. BENEFITS UNDER THE PLAN 5.1 Benefits. The Plan shall reimburse Health Care Expenses in accordance with this Article V. 5.2 Health Care ( "HC ") Account. The HC Account will be credited with the Employer Contribution. A Participant's HC Account will be decreased from time to time in the amount of payments made to the Participant for Health Care Expenses. 5.3 Claims for Reimbursement. Claims for reimbursement under this Plan shall be made by completing a claim form and submitting to the Plan Supervisor the claim form and such other information, including a third party statement, as is necessary to establish that an eligible expense has been incurred and the amount of the expense. The Plan Supervisor is entitled to rely on the information provided on the claim form in processing claims under this Plan. A claim must be submitted for payment within the time period indicated in the Adoption Agreement. Where circumstances beyond the Participant's control prevent submission within the described time frame, notice of a claim with an explanation of the circumstances may be accepted by the Plan Supervisor as a timely filing. Claims shall be determined in accordance with Article VII. 5.4 Incurred Expenses. To be reimbursable, the Participant must have incurred a Health Care Expense after his /her Entry Date. In addition, if provided in the Adoption Agreement, the Participant must have incurred the Health Care Expense after termination of employment or such other event identified in the Adoption Agreement. An expense is "incurred" when the Participant is provided with the care giving rise to the Health Care Expense, not when the service is billed or paid. Reimbursement shall not be made for future projected expenses. 5.5 Timing of Reimbursement. Participant shall be reimbursed weekly. 5.6 Maximum Reimbursement. The maximum reimbursement a Participant may receive at any time shall be the amount of the Participant's HC Account balance at the time the reimbursement request is processed. The maximum reimbursement requirements apply to the Participant, Spouse, and Dependents on an aggregate basis, not an individual basis. If a Participant's claim is for an amount that is more than the Participant's current HC Account balance, the excess, unreimbursed part of the claim will be carried into the subsequent month(s), to be paid as the balance of the Participant's HC Account becomes adequate. Notwithstanding the foregoing, the excess, unreimbursed portion of a claim will not be carried over into the subsequent month(s) if no further contributions will be made to the Participant's HC Account under Article VI. © 2012 Genesis Employee Benefits, Inc. 9 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 5.7 Termination of Participation. (a) Termination of Employment. Notwithstanding anything herein to the contrary, unless specifically provided otherwise in the Adoption Agreement, the former Participant may continue to access the HC Account following termination of employment for purposes of obtaining reimbursement of Health Care Expenses. Such access shall continue until the earliest to occur of the events identified in Section 4.5(b), (c) or (d). Such access shall also be provided to those individuals, if any, who at the time of the termination of the Participant's participation were the Participant's Spouse or Dependents. Such access to the Participant's HC Account by a Spouse and Dependents shall cease upon the earlier of the date of termination of the Participant's access or the date the Spouse ceases to be a Spouse or the Dependent ceases to be a Dependent, as the case may be. If continuation coverage is required by applicable law, the access described in this Section 5.6(a) shall be provided only if offered as and selected in lieu of such continuation coverage. (b) Death. i. Notwithstanding anything herein to the contrary, unless specifically provided otherwise in the Adoption Agreement, in the event a Participant's participation in the Plan terminates because of the Participant's death, the Participant has no surviving Spouse or Dependents, and the former Participant incurred a Health Care Expense prior to the Participant's death that would have been reimbursable out of the Participant's HC Account but that has not been submitted for reimbursement, the deceased Participant's estate may submit such Health Care Expense for reimbursement in accordance with Section 5.2. A certified copy of the deceased Participant's death certificate and proof that the person acting upon behalf of such Participant's estate has authority to do so must be submitted with such claims. ii. Notwithstanding anything herein to the contrary, unless specifically provided otherwise in the Adoption Agreement, the deceased Participant's surviving Spouse, if any, may continue to access the Participant's HC Account for purposes of obtaining reimbursement of Health Care Expenses until the earlier of: (1) the date on which the HC Account balance reaches zero; or (2) the date on which the surviving Spouse dies. No claim shall be paid to a surviving Spouse pursuant to this subsection (ii) unless a certified copy of the deceased Participant's death certificate has been provided to the Plan Supervisor. If continuation coverage is required by applicable law, the access described in this Section 5.6(b)(ii) shall be provided only if offered as and selected in lieu of such continuation coverage. iii. Notwithstanding anything herein to the contrary, unless specifically provided otherwise in the Adoption Agreement, the deceased Participant's surviving Dependents, if any, may continue to access the Participant's HC Account for purposes of obtaining reimbursement of Health Care Expenses until the earlier of: (1) the date on which the HC Account balance reaches zero; or (2) the date the last surviving Dependent dies. No claim shall be paid to a surviving Dependent pursuant to this subsection (iii) unless a certified copy of the deceased Participant's death certificate has been provided to the Plan Supervisor. If continuation coverage is required by applicable law, the access described in this Section 5.6(b)(iii) shall be provided only if offered as and selected in lieu of such continuation coverage. iv. No one other than the Participant's Spouse and Dependents may have access to © 2012 Genesis Employee Benefits, Inc. 10 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) the Participant's HC Account following the Participant's death. 5.8 Nondiscrimination. This Plan is intended to be nondiscriminatory and to meet the requirements under applicable sections of the Code. If the Plan Administrator determines before or during any Plan Year, that the Plan may fail to satisfy any nondiscrimination requirement imposed by the Code or any limitation on benefits provided to Highly Compensated Individuals, the Plan Administrator shall take such action as the Plan Administrator deems appropriate, under rules uniformly applicable to similarly situated Participants, to assure compliance with such requirements or limitation. 5.9 HC Account Forfeitures. Unless provided otherwise in the Adoption Agreement, any amount remaining in a Participant's HC Account shall be forfeited following the later to occur of: (1) the termination of Participant's participation in the Plan, (2) the termination of any continuation coverage provided by the Plan under applicable law, or (3) the termination of any coverage provided by the Plan in lieu of continuation coverage required by applicable law; provided that where participation or coverage is terminated because of the death of the Participant, forfeiture shall not occur until the expiration of the time period contained in Section 5.2 for the submission of claims. Notwithstanding the forgoing, a Participant's HC Account shall also be forfeited if: (i) the balance of the HC account is less than $25, (ii) no further contributions shall be made to the HC Account, and (iii) no claim has been submitted by the Participant for a period of six (6) months. In addition, the portion of the Participant's HC Account that is not vested shall be forfeited upon the Participant's termination of employment. A Participant's interest in his /her HC Account shall vest as provided in the Adoption Agreement. Forfeited amounts shall be used for the purposes described in the Adoption Agreement. However, except as allowed under the Trust, no amounts will revert to the Adopting Employer. If the Adoption Agreement indicates that forfeitures shall be contributed to the HC Accounts of other Participants, the following rules shall apply. Forfeitures occurring during a Plan Year shall be held in a separate subaccount until the close of the Plan Year. Immediately following the close of the Plan Year, the forfeitures shall be contributed to the HC Accounts of all Participants employed by the Adopting Employer on the last day of such Plan Year in the manner provided in the Adoption Agreement (i.e., on a per capita or pro rata basis). To the extent the full balance of the forfeiture subaccount cannot be allocated as provided in the Adoption Agreement (e.g., because the balance does not divide evenly among the number of Participants), any balance remaining shall be held in the forfeiture subaccount until the end of the subsequent Plan Year and allocated at that time. 5.10 Medical Support Orders. Notwithstanding any provision of this Plan to the contrary this Plan shall recognize medical child support orders as required under applicable state law or under the Child Support Performance and Incentive Act of 1998. Participants involved in a divorce or child custody matter should be directed to have their legal counsel contact the Plan Administrator. 5.11 Coordination with Cafeteria Plan. To the extent the Adopting Employer also sponsors a medical reimbursement program as part of its cafeteria plan within the meaning of Section 125 of the Code, a Participant participates in the medical reimbursement program, and the Participant or a Covered Individual covered through such a Participant incurs an eligible Health Care Expense that is also eligible for reimbursement under the medical reimbursement program, which program pays first is described in the Adoption Agreement. If the Plan Supervisor adjudicates claims under both programs and a claim is submitted to the Plan Supervisor for an expense covered by both programs at a time when the balance of the Participant's account under the program that pays first is inadequate to pay the claim in full, the unreimbursed portion of the claim shall automatically be paid by the other program. © 2012 Genesis Employee Benefits, Inc. 11 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 5.12 Further Limitations on Benefits. (a) This Plan does not cover expenses incurred for any loss caused by or resulting from injury or disease for which benefits are payable under any worker's compensation law or other employer, union, association or governmental sponsored group insurance plan. (b) This Plan does not cover expenses incurred for any loss caused by or resulting from injury or disease for which benefits are received by the Participant, the Participant's Spouse or the Participant's Dependent under any health and accident insurance policy or program, whether or not premiums are paid by the Adopting Employer or by the Participant, the Participant's Spouse or the Participant's Dependent child. (c) Amounts reimbursed under a dependent care assistance program described in Section 129 of the Code shall not be reimbursed under this Plan. (d) Other limitations, if any, as set forth in the Adoption Agreement. © 2012 Genesis Employee Benefits, Inc. 12 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE VI. CONTRIBUTIONS 6.1 Employer Contributions. The Adopting Employer shall make a fixed contribution per Participant as set forth in the Adoption Agreement. The amount of the Employer Contribution, and any restrictions on the use thereof, shall be identified in the Adoption Agreement and communicated to the Participants. The amount of the Employer Contribution may change from time to time as reflected in the Adoption Agreement. 6.2 No Employee Contributions. Except for contributions required for continuation coverage as described in Section 5.10, no contributions other than Employer Contributions are required nor will they be accepted. 6.3 Trust. All contributions shall be held in the Trust. The investment of the assets of the Trust shall be directed as provided in the Adoption Agreement. Notwithstanding the foregoing, the investment of any assets of the Trust that constitute forfeitures shall be directed by the Plan Administrator until such time, if any, that such forfeitures are allocated to the HC Accounts of other Participants. © 2012 Genesis Employee Benefits, Inc. 13 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE VII. CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM The following procedures apply: 7.1 General Provisions. All claims and appeals will be adjudicated in a manner so that the independence and impartiality of the persons involved in making the determination are ensured. Decisions regarding hiring, compensation, termination, and similar matters with respect to any individual involved in the determination (e.g., a claims adjudicator or medical expert) shall not be based upon the likelihood that the individual will support a denial of benefits. 7.2 Initial Claim Determination. (a) Time Frame for Decision. The Plan must determine the claim within thirty (30) days of receipt of the claim. (b) Extension of Time. If the Plan is not able to determine the claim within this time period due to matters beyond its control, the Plan may take an additional period of up to fifteen (15) days to determine the claim. If this additional time will be needed, the Plan must notify the claimant or the claimant's Authorized Representative prior to the expiration of the initial thirty (30) day time period for determining the claim. This extension is only available once. Notification: The notification of the need for the extension must include a description of the "matters beyond the Plan's control" that justify the extension and the date by which a decision is expected. (c) Incomplete Claims. There is no special rule if a claim is incomplete. Incomplete claims can be addressed through the extension of time described above. If the reason for the extension is the failure to provide necessary information and the claimant is appropriately notified, the Plan's period of time to make a decision is "tolled." Tolling: The period of time in which the Plan must determine a claim is suspended from the date upon which notification of the missing necessary information is sent until the date upon which the claimant responds. Notification: For this purpose, notification can be made orally to the claimant or the health care professional, unless the claimant requests written notice. The notification will include a time frame in which the necessary information must be provided. Once the necessary information has been provided, the decision maker must decide the claim within the extension described above. If the requested information is not provided within the time specified, the claim may be decided without that information. © 2012 Genesis Employee Benefits, Inc. 14 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 7.3 Decision. (a) Notification of Decision. Written (or electronic) notification of the Plan's determination must be provided to the claimant or the claimant's Authorized Representative. Such notification must be provided only where the decision is adverse. The notification will be provided in a culturally and linguistically appropriate manner in accordance with 45 CFR § 147.136, to the extent such regulation applies to the Plan. "Adverse" means: • A denial, reduction, or termination of a benefit; • A failure to provide or make payment (in whole or in part) for a benefit; or • A rescission of coverage under the Plan, which is a cancellation or discontinuance of coverage under the Plan that has retroactive effective other than a cancellation or discontinuance attributable to fraud or intentional misrepresentation of material fact. (b) Adverse Decision. For adverse claim determinations, the notification shall at a minimum: • Include information sufficient to identify the claim involved, including the date of service, the identity of the health care provider, and the claim amount, and inform the claimant of the right to receive, upon request, the diagnosis and treatment codes (if any) and their corresponding meanings; • State the specific reason(s) for the determination, including the denial code (if any) and its corresponding meaning, and describe the Plan's standard, if any, used to make the determination; • Reference specific Plan provision(s) upon which the determination is based; • Describe additional material or information necessary to complete the claim and why such information is necessary; • Describe the internal appeals and external review processes (if any) available under the Plan, including how to initiate an appeal and the procedures and time limits applicable to an appeal; • Disclose any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request); • Where the decision involves scientific or clinical judgment, disclose either (1) an explanation of the scientific or clinical judgment applying the terms of the Plan to claimant's medical circumstances, or (2) a statement that such explanation will be provided at no charge upon request; and • Disclose the availability of and contact information for any applicable office of health insurance consumer assistance or ombudsman established to assist individuals with the internal claims and appeals and external review processes (if any). © 2012 Genesis Employee Benefits, Inc. 15 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) Notice of the adverse determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with applicable legal requirements. (c) Not Adverse Decision. For claim determinations that are not adverse, notice will be provided that informs the claimant or the claimant's Authorized Representative the claim has been accepted. 7.4 Access to Relevant Documents. In order (1) to evaluate whether to request review of an adverse determination, and (2) if review is requested, to prepare for such review, the claimant or the claimant's Authorized Representative will have access to all relevant documents. Relevant: A document, record or other information is "relevant" if it was relied upon in making the determination, or was submitted to the Plan, considered by the Plan, or generated in the course of making the benefit determination without regard to whether it was relied upon. 7.5 Appealing a Denied Claim. If a claim is denied, in whole or part, the claimant or the claimant's Authorized Representative may request the denied claim be reviewed. (a) Requesting Review. The claimant or the claimant's Authorized Representative has a period of one - hundred eighty (180) days to appeal the claim determination. The appeal request must be in writing and should be sent to the address specified in the notification of adverse decision described above. (b) Full and Fair Review. The clamant will have the right to review the claim file and to present evidence and testimony. The claimant will be provided, free of charge, with new or additional evidence considered, relied upon, or generated by the Plan in connection with the claim as soon as possible and sufficiently in advance of the date on which the notice of final internal adverse benefit determination is required to give the claimant a reasonable opportunity to respond prior to that date. Before the Plan issues a final internal adverse benefit determination based on a new or additional rationale, the claimant will be provided, free of charge, with the rationale as soon as possible and sufficiently in advance of the date on which the notice of final internal adverse benefit determined is required to give the claimant a reasonable opportunity to respond prior to that date. The review of the adverse benefit determinations will take into account all new information, whether or not presented or available at the initial determination. No deference will be afforded to the initial determination. (c) Consultation with Independent Medical Expert. In the case of a claim denied on the grounds of a medical judgment, a health professional with appropriate training and experience will be consulted. The health care professional who is consulted on appeal will not be the individual who was consulted, if any, during the initial determination or a subordinate of that individual. Disclosure: If the advice of a medical or vocational expert was obtained by the Plan in connection with the claim denial, the names of each such expert shall be provided, regardless of whether the advice was relied upon. (d) Time Frame for Decision. If claimant or the claimant's Authorized Representative © 2012 Genesis Employee Benefits, Inc. 16 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) requests a review of a denied claim within the time frame described above, the Plan Administrator shall review the claim and make a determination no later than sixty (60) days from the date the review request was received. (e) Decision. The review of the claim will be conducted by the Plan Administrator. It will be made by a person different from the person who made the initial determination and such person will not be a subordinate of the original Plan Administrator. The information in the administrative record shall be reviewed. Additional information submitted shall be considered. The decision shall be based upon that information plus the terms of the Plan and past interpretations of the same and similar Plan provisions. The decision maker may rely upon protocols, guidelines, or other criterion. (f) Notification of Decision. Written (or electronic) notification of the Plan Administrator's determination must be provided to the claimant or the claimant's Authorized Representative. Such notification must be provided whether the decision is adverse or not adverse. "Adverse" means: • A denial, reduction, or termination of a benefit; • A failure to provide or make payment (in whole or in part) for a benefit, or • A rescission of coverage under the Plan, which is a cancellation or discontinuance of coverage under the Plan that has retroactive effective other than a cancellation or discontinuance attributable to fraud or intentional misrepresentation of material fact. (g) Adverse Decision. For adverse appeal determinations, the notification shall reflect at least the following: • Include information sufficient to identify the claim involved, including the date of service the identity of the health care provider, and the claim amount, and inform the claimant of the right to receive, upon request, the diagnosis and treatment codes (if any) and their corresponding meanings; • Contain a discussion of the determination, including the specific reason(s) for the determination, the denial code (if any) and its corresponding meaning, and the Plan's standard, if any, used to make the determination; • Reference specific Plan provision(s) upon which the determination is based; • Describe the external review process (if any) available under the Plan; • Disclose any internal rules, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request); • A statement indicating entitlement to receive upon request, and without charge, reasonable access to or copies of all documents, records or other information relevant to the determination; • Where the decision involves scientific or clinical judgment, disclose either (1) an explanation of the scientific or clinical judgment applying the terms of the Plan to claimant's medical circumstances, or (2) a statement that such explanation will be provided at no charge upon request; and © 2012 Genesis Employee Benefits, Inc. 17 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) • Disclose the availability of and contact information for any applicable office of health insurance consumer assistance or ombudsman established to assist individuals with the external review process (if any). Notice of the adverse determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with applicable legal requirements. (h) Not Adverse Decision. For claim determinations that are not adverse, notice will be provided that informs the claimant or the claimant's Authorized Representative the decision has been reversed, and the claim accepted. 7.6 Deemed Exhaustion. If the Plan fails to adhere to the requirements described in 45 CFR § 147.136(b)(2), the claimant will be deemed to have exhausted the internal claims and appeals process as provided in 45 CFR § 147.136(b)(2)(ii)(F), to the extent such regulation applies to the Plan. 7.7 External Review. The Plan will provide any applicable external review process that may be required to be provided by a health reimbursement arrangement under 45 CFR § 147.136, to the extent such regulation applies to the Plan. © 2012 Genesis Employee Benefits, Inc. 18 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE VIII. HIPAA PRIVACY AND SECURITY PROVISIONS The Privacy Rules and Security Rules under HIPAA apply to the Plan. 8.1 Use and Disclosure of PHI. The Plan will use PHI to the extent allowed by, and in accordance with the uses and disclosures permitted by, HIPAA. Specifically, the Plan will use and disclose PHI for purposes related to health care treatment, payment for health care, and health care operations. The Plan will also use and disclose PHI as required by law and as permitted by authorization of the subject of PHI. If the Plan discloses PHI to the Employer in accordance with this Article VIII, the Employer may use and further disclosure PHI for the same purposes and in the same situations as the Plan may use and disclose PHI, provided that such use or disclosure is for Plan administration functions performed by the Employer for the Plan or is required by law or permitted by authorization. All uses and disclosures of PHI, whether by the Plan or by Employer, shall be limited to the minimum PHI necessary to accomplish the intended purpose of the use or disclosure in accordance with HIPAA. Notwithstanding the foregoing, neither the Plan nor the Employer shall use PHI that is genetic information in a manner that is prohibited by the Genetic Information Nondiscrimination Act of 2008. (a) Payment includes activities undertaken by the Plan to obtain premiums or determine or fulfill its responsibility for coverage and provision of Plan benefits that relate to an individual to whom health care is provided. These activities include, but are not limited to, the following: (1) determination of eligibility, coverage and cost sharing amounts (for example, cost of a benefit, plan maximums and co- payments as determined for an individual's claim); (2) coordination of benefits; (3) adjudication of health benefits claims (including appeals and other payment disputes); (4) subrogation of health benefit claims; (5) establishing employee contributions; (6) risk adjusting amounts due based on enrollee health status and demographic characteristics; (7) billing, collection activities, and related health care data processing; (8) claims management and related health care data processing, including auditing payments, investigating and resolving payment disputes and responding to participant inquiries about payments; (9) obtaining payment under a contract for reinsurance (including stop -loss and excess of loss insurance); (10) medical necessity reviews or reviews of appropriateness of care or justification of charges; © 2012 Genesis Employee Benefits, Inc. 19 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) (11) utilization review, including pre - certification, preauthorization, concurrent review and retrospective review; (12) disclosure to consumer reporting agencies related to the collection of premiums or reimbursement (the following PHI may be disclosed for payment purposes: name and address, date of birth, Social Security number, payment history, account number and name and address of provider and /or health plan); and (13) reimbursement to the Plan. (b) Health care operations include, but are not limited to, the following activities: (1) quality assessment; (2) population -based activities relating to improving health or reducing health care costs, protocol development, case management and care coordination, disease management, contacting health care providers and patients with information about treatment alternatives and related functions; (3) rating provider and Plan performance, including accreditation, certification, licensing or credentialing activities; (4) underwriting, premium rating and other activities relating to the creation, renewal or replacement of a contract of health insurance or health benefits, and ceding, securing or placing a contract for reinsurance of risk relating to health care claims (including stop -loss insurance and excess of loss insurance); (5) conducting or arranging for medical review, legal services and auditing function, including fraud and abuse detection and compliance programs; (6) business planning and development, such as conducting cost - management and planning - related analyses related to managing and operating the Plan, including formulary development and administration, development or improvement of payment methods or coverage policies; (7) business management and general administration activities of the Plan, including, but not limited to: (i) management activities relating to the implementation of and compliance with HIPAA's administrative simplification requirements; (ii) customer service, including data analyses for policyholders. (8) resolution of internal grievances; and (9) due diligence in connection with the sale or transfer of assets to a potential successor in interest, if the potential successor in interest is a covered entity under HIPAA or following completion of the sale or transfer, will become a covered entity. 8.2 Employer's Obligations under the Privacy Rules. Under the Privacy Rules, the Plan may not disclose PHI to the Employer unless the Employer certifies that the Plan document has been amended to provide that the Plan will make such disclosures only upon receipt of a certification © 2012 Genesis Employee Benefits, Inc. 20 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) from the Employer that the Plan has been amended to include certain conditions to the Employer's receipt of PHI and that Employer agrees to those conditions. By adopting this Plan document, the Employer certifies that the Plan has been amended as required by the Privacy Rules and that it agrees to the following conditions, thereby allowing the Plan to disclose PHI to the Employer. The Employer agrees to: (a) not use or further disclose PHI other than as permitted or required by the Plan document or as required by law; (b) ensure that any agents, including a subcontractor, to whom the Plan provides PHI received from the Plan agree to the same restrictions and conditions that apply to the Employer with respect to such PHI; (c) not use or disclose PHI for employment related actions and decisions unless authorized by an individual; (d) not use or disclose PHI in connection with any other benefit or employee benefit plan of the Employer unless authorized by an individual; (e) report to the Plan any PHI use or disclosure of which it becomes aware that is inconsistent with the uses or disclosures permitted hereunder and /or may constitute a "breach" as that term is defined in HIPAA; (f) make PHI available for access by the individual who is the subject of the PHI in accordance with HIPAA; (g) make PHI available for amendment and incorporate any amendments to PHI in accordance with HIPAA; (h) make available the information required to provide an accounting of disclosures in accordance with HIPAA; (i) make internal practices, books and records relating to the use and disclosure of PHI received from Plan available to the HHS Secretary for the purposes of determining the Plan's compliance with HIPAA; and (j) if feasible, return or destroy all PHI received for the Plan that the Employer still maintains in any form, and retain no copies of such PHI when no longer needed for the purpose for which disclosure was made (or if return or destruction is not feasible, limit further uses and disclosures to those purposes that make the return or destruction infeasible). 8.3 Employer's Obligations under Security Rules. If the Employer creates, receives, maintains, or transmits ePHI (other than enrollment and disenrollment information and Summary Health Information, which are not subject to these restrictions), the Employer will: (a) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI; (b) ensure that any agents, including subcontractors, who create, receive, maintain, or transmit ePHI on behalf of the Plan implement reasonable and appropriate security measures to protect the ePHI; (c) report to the Plan any Security Incident of which it becomes aware; and © 2012 Genesis Employee Benefits, Inc. 21 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) (d) implement reasonable and appropriate security measures to ensure that only those persons identified below have access to ePHI and that such access is limited to the purposes identified below. 8.4 Adequate separation between the Plan and the Employer must be maintained. In accordance with HIPAA, only the following employees or classes of employees may be given access to PHI: (a) the person employed in the position that is given primary responsibility for performing the Employer's duties as the Plan Administrator of the Plan; and (b) staff designated by the person described in (a) above. 8.5 Limitation of PHI Access and Disclosure. The person(s) described above may only have access to and use and disclose PHI for Plan administration functions that the Employer performs for the Plan. 8.6 Noncompliance Issues. If the person(s) described above does not comply with this Plan document, the Employer shall provide a mechanism for resolving issues of noncompliance including, but not limited to, disciplinary sanctions. © 2012 Genesis Employee Benefits, Inc. 22 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE IX. PLAN ADMINISTRATION 9.1 Plan Administrator. (a) The Plan Administrator shall be responsible for the general supervision of the Plan and shall have authority to control and manage the operation and administration of the Plan. The Plan Administrator shall perform any and all acts necessary or appropriate for the proper management and administration of the Plan. (b) The Adopting Employer shall be the Plan Administrator unless its Managing Body designates a person or persons other than the Adopting Employer to be the Plan Administrator. The Adopting Employer shall also be the Plan Administrator if the person or persons so designated cease to be the Plan Administrator. (c) The Plan Administrator may designate an individual or entity to act on its behalf with respect to certain powers, duties, and /or responsibilities regarding the operation and administration of this Plan. Unless reflected in the Adoption Agreement otherwise, America's VEBA is the Plan Supervisor. 9.2 Agent for Service of Legal Process. The agent for service of legal process for the Plan is the Plan Administrator. 9.3 Allocation of Responsibility for Administration. The Plan Administrator shall have the sole responsibility for the administration of this Plan as is specifically described in this Plan. The designated representatives of the Plan Administrator shall have only those specific powers, duties, responsibilities, and obligations as are specifically given to them under this Plan. The Plan Administrator warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan authorizing or providing for such direction, information or action. It is intended under this Plan that the Plan Administrator shall be responsible for the proper exercise of its own powers, duties, responsibilities, and obligations under this Plan and shall not be responsible for any act or failure to act of another Employee of the Adopting Employer. Neither the Plan Administrator, nor the Adopting Employer makes any guarantee to any Participant in any manner for any loss or other event because of the Participant's participation in this Plan. 9.4 Rules and Decisions. Except as otherwise specifically provided in the Plan, the Plan Administrator may adopt such rules and procedures as it deems necessary, desirable, or appropriate. All rules and decisions of the Plan Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, the Adopting Employer, or legal counsel, or other entity acting on behalf of the Adopting Employer or Plan Administrator. 9.5 Records and Reports. The Plan Administrator shall be responsible for complying with all reporting, filing and disclosure requirements for the Plan. 9.6 Authorization of Benefit Payments. The Plan Administrator (or the Plan Supervisor as its designee) shall issue directions to the Trustee concerning all benefits which are to be paid from the Trust, pursuant to the provisions of the Plan, and warrants that all such directions are in accordance with the Plan. © 2012 Genesis Employee Benefits, Inc. 23 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 9.7 Other Powers and Duties of the Administrator. The Plan Administrator shall also have such other duties and powers as may be necessary to discharge its duties under the Plan including, but not limited to, the following: (a) Discretion to construe and interpret the Plan in a non - discriminatory manner, to decide all questions of eligibility and to determine all questions arising in the administration and application of the Plan; (b) To receive from the Adopting Employer and from Participants such information as shall be necessary for the proper administration of the Plan; (c) To furnish the Adopting Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate; and (d) To appoint individuals to assist in the administration of the Plan and any other agents the Plan Administrator deems advisable including legal and actuarial counsel. The Plan Administrator shall not have the power to add to, subtract from, or modify any of the terms of the Plan, to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under this Plan. © 2012 Genesis Employee Benefits, Inc. 24 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE X. PLAN AMENDMENT AND TERMINATION 10.1 Amendment by Adopting Employer. The Adopting Employer reserves the right to amend, alter, or wholly revise this Plan or the Adoption Agreement, prospectively or retrospectively, at any time by the action of its Managing Body, and the interest of each Participant is subject to the powers so reserved. The Adopting Employer expressly may amend, alter or wholly revise this Plan or the Adoption Agreement if it determines it necessary or desirable, with or without retroactive effect, to comply with the law. Such changes shall not affect any right to benefits that accrued prior to such amendments. Such amendment shall be made in writing and shall be delivered promptly to the Plan Supervisor, Plan Administrator, and Trustee. 10.2 Adopting Employer's Right to Terminate. Although the Adopting Employer expects the Plan to be maintained for an indefinite time, the Adopting Employer reserves the right to terminate the Plan or any portion of the Plan at any time. In the event of the dissolution, merger, consolidation, or reorganization of the Adopting Employer, the Plan shall terminate unless the Plan is continued by a successor to the Adopting Employer in accordance with the resolution of such successor's Managing Body. Such termination shall not affect any right to benefits that accrued prior to such termination. Such action shall be made in writing and shall be delivered to the Plan Supervisor, Plan Administrator, and Trustee at least ninety (90) days prior to the effective date of the termination. © 2012 Genesis Employee Benefits, Inc. 25 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE XI. GENERAL PROVISIONS 11.1 No Reversion to the Plan Administrator or Adopting Employer. Except as specifically allowed under the Trust, no part of the corpus or income of the Trust shall revert to the Adopting Employer or be used for or diverted to, purposes other than the exclusive benefit of participants and other persons entitled to benefits under the Plan. 11.2 Persons Dealing With Trust. No person dealing with the Trust shall be required to see to the application of any money paid or property delivered to the Trust, or to determine whether or not the Trust is acting pursuant to any authority granted to them under the Trust. 11.3 Non - Alienation of Benefits. Benefits payable under this Plan shall not be subject to anticipation, alienation, sale, transfer, execution, or levy of any kind either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Participant, prior to actually being received by the person entitled to the benefit under the terms of the Plan, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable under the Plan shall be void. The Adopting Employer, Plan Administrator and /or Plan Supervisor shall not in any manner be made liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan. 11.4 Action by Employer. Whenever the Adopting Employer, under the terms of this Plan, is permitted or required to do or perform any act or matter or thing, it shall be done and performed by the Managing Body of the Adopting Employer or such representatives of the Adopting Employer as the Managing Body may designate. 11.5 No Guarantee of Tax Consequences. Notwithstanding any provision in this Plan to the contrary, this Plan makes no commitment or guarantee that any amounts paid to or on behalf of a Participant under this Plan will be excludable from the Participant's gross income for federal or state income tax purposes. It shall be the obligation of each Participant to determine whether each payment is excludable from the Participant's gross income for federal and state income tax purposes, and to notify the Plan Administrator if the Participant has reason to believe that any such payment is not so excludable. 11.6 Compensation and Expenses. The Plan Supervisor shall be entitled to reasonable fees for its services hereunder, which shall be described in an Administrative Services Agreement between the Plan Supervisor and the Plan Administrator. Such fees and any expenses incurred by the Plan Supervisor in connection with the Plan (including expenses and fees of persons hired or employed by them) shall be paid as described in the Adoption Agreement. The compensation of the Trustee, as provided for in the Trust document, shall also be paid as described in the Adoption Agreement. 11.7 Governing Law. This Plan shall be construed and enforced according to the laws of the State identified in the Adoption Agreement, except to the extent preempted by federal law. 11.8 Family and Medical Leave Act of 1993 ( "FMLA "). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with FMLA, to the extent the Adopting Employer is subject to such law. © 2012 Genesis Employee Benefits, Inc. 26 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) 11.9 Newborns' and Mothers' Health Protection Act ( "NMHPA "). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with NMHPA. Federal law requires the following statement be included in the Plan document, verbatim: Under federal law, group health plans and health insurance issuers offering group health insurance generally may not restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section. However, the plan or issuer may pay for a shorter stay if the attending physician (e.g., your physician, nurse, or midwife, or a physician assistant), after consultation with the mother, discharges the mother or newborn earlier. Also, under federal law, plans and issuers may not set the level of benefits or out -of- pocket costs so that any later portion of the 48 -hour (or 96 -hour) stay is treated in a manner less favorable to the mother or newborn than any earlier portion of the stay. In addition, a plan or issuer may not, under federal law, require that a physician or other health care provider obtain authorization for prescribing a length of stay of up 48 hours (or 96 hours). However, to use certain providers or facilities, or to reduce your out -of- pocket costs, you may be required to obtain precertification. For information on pre - certification, contact your Plan Administrator. 11.10 Women's Health and Cancer Rights Act of 1998 ( "WHCRA "). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with WHCRA. 11.11 Uniformed Services Employment and Reemployment Rights Act of 1994 ( "USERRA "). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with USERRA. The Plan Administrator may, within the parameters of the law, establish uniform policies by which to provide such continuation coverage required by USERRA and such policies shall be incorporated herein by reference. 11.12 Plan Not a Contract of Employment. The Plan is not an employment agreement and does not assure the continued employment of any Employee or Participant for any period of time. Nothing contained in the Plan shall interfere with the Adopting Employer's right to discharge an Employee at any time, regardless of the effect such discharge may have upon the individual as a Participant in this Plan. 11.13 Erroneous Payments. If the Plan makes a payment for benefits in excess of the benefits required by the Plan or makes a payment to or on behalf of an individual who is not currently covered by the Plan, the Plan shall be entitled to recover such erroneous payment from the recipient thereof. 11.14 Medicare Secondary Payer. The Plan shall comply with the Medicare secondary payer rules found in 42 U.S.C. § 1395y. In general, the Plan shall pay benefits primary to Medicare if any one of the following conditions is satisfied: (a) the Employer employed twenty (20) or more employees for each working day in at least twenty (20) weeks in either the calendar year in which the claim is made or the preceding calendar year, the Participant is employed by the Employer, and the Participant is actually covered by Medicare by reason of obtaining the age of 65; (b) the Employer employed 100 or more employees on at least 50% of its regular business days during the calendar year preceding the year in which the claim was made, the Participant is employed by the Employer, and the Participant is actually covered by Medicare by reason of disability; and (c) the Participant is entitled to Medicare by reason of end stage renal disease and the claim is made during the twelve (12) month period beginning in the first month in which such © 2012 Genesis Employee Benefits, Inc. 27 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) Participant is entitled to benefits under Medicare (regardless of whether he /she applies for such benefits). In all other cases, the Plan shall pay benefits secondary to Medicare. 11.15 Medicare Part D. The Plan shall cooperate with Medicare Part D prescription drug plans (and Covered Individuals who are enrolled in such plans) with respect to coordination of benefits between the Plan and the Medicare Part D plan, including the provision of information to the Medicare Part D plan (or the Covered Individuals) regarding the benefits provided under the Plan for costs covered by the Medicare Part D plan. Covered Individuals enrolled in Medicare Part D plans shall cooperate with the Plan so that the Plan may perform its obligations under this subsection. 11.16 Certificates of Creditable Coverage. When coverage terminates, or upon request by a Covered Individual during coverage or within two (2) years of termination of coverage under this Plan, Covered Individuals will be provided with a certification of creditable coverage by the Plan Administrator (or its designee). A request for a certification of creditable coverage should be directed to the Plan Administrator. Upon request, the Plan Administrator (or its designee) will issue the certification of creditable coverage as soon as reasonably possible. 11.17 Exhaustion of Administrative Remedies; Statute of Limitations. For all claims subject to the administrative procedures described in Article VII, exhaustion of those administrative procedures is required prior to the initiation of a legal action. Thereafter, unless specifically provided otherwise in the Adoption Agreement, legal action by a Participant, or someone on behalf of a Participant, must be initiated within one (1) year of receipt of the written notification of denial upon appeal. To the extent exhaustion of the appeal process is not required, a Participant, or someone on behalf of the Participant, must initiate legal action within one (1) year of having submitted the initial claim request to the Plan Administrator, or its designee. No legal action may be brought by a Participant, or someone on behalf of the Participant, after expiration of the applicable limitations period. This Section 11.17 shall apply to the extent the provisions hereof are not prohibited by applicable law. 11.18 Michelle's Law. Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner as required by Michelle's Law. 11.19 Health Care Reform. The Plan is intended to be exempt from the provisions of the Patient Protection and Affordable Health Care Act ("PPACA'), as amended by the Health Care and Education Reconciliation Act ("Reconciliation Act "), applicable to major medical coverage to the fullest extent allowed by law. If and to the extent the Plan is considered major medical coverage subject to PPACA, if indicated in the Adoption Agreement, it is the intention that the Plan be considered grandfathered within the meaning of section 1251 of PPACA. © 2012 Genesis Employee Benefits, Inc. 28 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) ARTICLE XII. COBRA CONTINUATION 12.1 Compliance with COBRA. Continued coverage for the Plan shall be provided only if and as required under the Consolidated Omnibus Budget Reconciliation Act of 1985 ( "COBRA "), as amended. 12.2 COBRA Policies and Procedures. To the extent not provided herein, the Plan Administrator may, within the parameters of the law, establish uniform policies by which to provide such continuation coverage and such policies shall be incorporated herein by reference. 12.3 Notification Procedures. The Plan requires the notifications described below with respect to continuation coverage under COBRA: (a) Notice of qualifying event. Under the law, a Covered Individual (or a representative acting on behalf of the Covered Individual) has the responsibility to inform the Plan of a divorce, legal separation, or a child losing dependent status under the Plan (the "qualifying event ") within sixty (60) days of the latest of: (i) the date of the qualifying event; (ii) the date coverage would be lost because of the qualifying event; or (iii) the date on which the Covered Individual was informed of the responsibility to provide notice and the procedures for doing so. The notification must be provided in writing and be mailed to the Plan. Oral notification, including notification by telephone is not acceptable. Electronic (including emailed or faxed) or hand - delivered notifications are not acceptable. The notification must be postmarked no later than the last day of the sixty (60) day notice period described above. The notification must: (1) state the name of the Plan; (2) state the name and address of the employee or former employee who is or was covered under the Plan; (3) state the name(s) and address(es) of all Covered Individuals who lost coverage due to the qualifying event; (4) include a detailed description of the event; (5) identify the effective date of the event; and (6) be accompanied by any documentation providing proof of the event (i.e., the divorce decree). If no notification is received within the required time period, no continuation coverage will be provided. If the notification is incomplete, it will be deemed timely if the Plan is able to determine the plan to which it applies, the identity of the employee and the Covered Individuals, the qualifying event, and the date on which the qualifying event occurred, provided that the missing information is provided within thirty (30) days. If the missing information is not provided within that time, the notification will be ineffective and no continuation coverage will be provided. (b) Notice of second qualifying event. A Covered Individual (or a representative acting on behalf of the Covered Individual) must notify the Plan of the death of the employee, divorce or separation from the employee, or a dependent child's ceasing to be eligible for coverage as a dependent under the Plan, if that event occurs within the eighteen (18) month continuation period (or an extension of that period for disability or for pre - termination Medicare entitlement). The notification must be provided within sixty (60) days after such a second qualifying event occurs in order to be entitled to an extension of the continuation period. The notification must be provided in writing and be mailed to © 2012 Genesis Employee Benefits, Inc. 29 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) the Plan. Oral notification, including notice by telephone is not acceptable. Electronic (including emailed or faxed) or hand - delivered notifications are not acceptable. The notification must be postmarked no later than the last day of the sixty (60) day notice period described above. The notification must: (1) state the name of the Plan; (2) state the name and address of the employee or former employee who is or was covered under the Plan; (3) state the names) and address(es) of all Covered Individuals who lost coverage due to the initial qualifying event and who are receiving COBRA coverage at the time of the notice; (4) identify the nature and date of the initial qualifying event that entitled the Covered Individuals to COBRA coverage; (5) include a detailed description of the event; (6) identify the effective date of the event; and (7) be accompanied by any documentation providing proof of the event (i.e., the divorce decree). If no notification is received within the required time period, no extension of the continuation period will be provided. If the notification is incomplete, it will be deemed timely if the Plan is able to determine the plan to which it applies, the identity of the employee and the Covered Individuals, the qualifying event, and the date on which the qualifying event occurred, provided that the missing information is provided within thirty (30) days. If the missing information is not provided within that time, the notification will be ineffective and no extension of the continuation period will be provided. (c) Notice of disability. A Covered Individual (or a representative acting on behalf of the Covered Individual) must notify the Plan when a Covered Individual has been determined to be disabled under the Social Security Act within sixty (60) days of the latest of: (i) the date of the disability determination; (ii) the date of the qualifying event; (iii) the date coverage would be lost because of the qualifying event; or (iv) the date on which the Covered Individual was informed of the responsibility to provide notice and the procedures for doing so. Notwithstanding the foregoing, notification must be provided before the end of the first eighteen (18) months of continuation coverage. The notification must be provided in writing and be mailed to the Plan. Oral notification, including notice by telephone is not acceptable. Electronic (including emailed or faxed) or hand - delivered notices are not acceptable. The notification must be postmarked no later than the last day of the sixty (60) day notice period described above. The notification must: (1) state the name of the Plan; (2) state the name and address of the employee or former employee who is or was covered under the Plan; (3) state the name(s) and address(es) of all Covered Individuals who lost coverage due to the initial qualifying event and who are receiving COBRA coverage at the time of the notice; (4) identify the nature and date of the initial qualifying event that entitled the qualified beneficiaries to COBRA coverage; (5) state the name of the disabled Covered Individual; (6) identify the date upon which the disabled Covered Individual became disabled; (7) identify the date upon which the Social Security Administration made its determination of disability; and (8) include a copy of the determination of the Social Security Administration. © 2012 Genesis Employee Benefits, Inc. 30 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0) If no notification is received within the required time period, no extension of the continuation period will be provided. If the notification is incomplete, it will be deemed timely if the Plan is able to determine the plan to which it applies, the identity of the employee and the Covered Individuals, the qualifying event, and the date on which the qualifying event occurred, provided that the missing information is provided within thirty (30) days. If the missing information is not provided within that time, the notification will be ineffective and no extension of the continuation period will be provided. If such person has been determined under the Social Security Act to no longer be disabled, the person must notify the Plan of that determination within thirty (30) days of the later of: (i) the date of such determination; or (ii) the date on which the Covered Individual was informed of the responsibility to provide notice and the procedures for doing so. The notification must be in writing and be mailed to the Plan. Regardless of when the notification is provided, continuation coverage will terminate retroactively on the first day of the month that begins thirty (30) days after the date of the determination, or the end of the initial coverage period, if later. If the notification is not provided within the required time, the Plan reserve the right to seek reimbursement of any benefits provided by the Plan between the date coverage terminates and the date the notification is provided. (d) Notice of Coverage Under Another Group Health Plan or Medicare. A Covered Individual must notify the Plan immediately if any Covered Individuals receiving continuation coverage actually become covered by another group health plan or Medicare. Regardless of when such notification is provided, coverage will terminate retroactively to the date of the coverage under the other group health plan or Medicare. If, for whatever reason, a Covered Individual on continuation coverage receives any benefits under the Plan after coverage is to cease under the foregoing rule, the Plan reserves the right to seek reimbursement from such Covered Individual. © 2012 Genesis Employee Benefits, Inc. 31 America's VEBA Solution Basic Plan Document Non -ERISA (12.0.0.0)